AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 16, 2018

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of August 16, 2018

THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of August 16, 2018 by and among ▇▇▇▇▇▇▇▇▇▇▇ International plc, an Irish public limited liability company (“WIL-Ireland”), ▇▇▇▇▇▇▇▇▇▇▇ International Ltd., a Bermuda exempted company (“WIL-Bermuda”), WOFS  Assurance Limited, a Bermuda exempted company (“WOFS”, and together with WIL-Bermuda, the “Borrowers”), each financial institution listed on the signature pages hereof as an Extending Lender (as defined below), JPMorgan Chase Bank, N.A. (“JPMorgan”), in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), each of JPMorgan, Deutsche Bank AG New York Branch, The Toronto Dominion Bank, New York Branch and ▇▇▇▇▇ Fargo Bank, National Association (“▇▇▇▇▇ Fargo”), as Issuing Banks (collectively, the “Issuing Banks”) and JPMorgan, as the Swingline Lender (the “Swingline Lender”) under the Existing Revolving Credit Agreement (as defined below).

WHEREAS, the Borrowers, WIL-Ireland, the Existing Lenders (as defined below), the Administrative Agent, the Issuing Banks and the Swingline Lender are parties to that certain Amended and Restated Credit Agreement dated as of May 9, 2016 (as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement, dated as of July 19, 2016, by that certain Amendment No. 2 to Amended and Restated Credit Agreement, dated as of April 17, 2017, and by that certain Joinder Agreement, dated as of September 7, 2017, the “Existing Revolving Credit Agreement”);

WHEREAS, WIL-Ireland and the Borrowers have invited each Existing Lender (i) to extend all of its Revolving Credit Commitment (and the Maturity Date for its Revolving Credit Loans and other Revolving Credit Exposure) under the Existing Revolving Credit Agreement (with respect to any Existing Lender, its “Existing Revolving Credit Commitment”) and (ii) to provide a proportionate 364-Day Revolving Credit Commitment (as defined below) subject to its Existing Revolving Credit Commitment being reduced by an amount that is at least equal to such 364-Day Revolving Credit Commitment (collectively, the “Extending Lender Transactions”);

WHEREAS, WIL-Bermuda desires to enter into that certain 364-Day Revolving Credit Agreement (as defined below) evidencing a new 364-day second lien revolving credit facility in an initial aggregate principal amount of up to $316,742,581.42 (the facility evidenced by the 364-Day Revolving Credit Agreement and the other 364-Day Revolving Credit Documents (as defined below), the “364-Day Revolving Credit Facility”), the proceeds of which on the date hereof shall be used to prepay outstanding Revolving Credit Loans as described herein;

WHEREAS, the Borrowers desire to reduce the unused Commitments of each Existing Lender that elects to become a Participating Lender (as defined below) in an amount that is at least equal to such Participating Lender’s 364-Day Revolving Credit Commitment; and

WHEREAS, the parties hereto have agreed to amend the Existing Revolving Credit Agreement in the form of the Amended Revolving Credit Agreement (as defined below);

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed to enter into this Amendment.

1.                                      Defined Terms.

(a)                                 Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Existing Revolving Credit Agreement.

(b)                                 As used in this Amendment:

“364-Day Revolving Credit Agreement” means that certain 364-Day Revolving Credit Agreement dated as of the Amendment Effective Date by and among, WIL-Bermuda, as the borrower thereunder, WIL-Ireland, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as the administrative agent thereunder and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A., as the collateral agent thereunder.

“364-Day Revolving Credit Commitment” means, with respect to any “Lender” under and as defined in the 364-Day Revolving Credit Agreement, such Lender’s “Commitment” under and as defined in the 364-Day Revolving Credit Agreement.

“364-Day Revolving Credit Documents” means the “Loan Documents” under and as defined in the 364-Day Revolving Credit Agreement.

“364-Day Revolving Credit Loans” means the “Loans” under and as defined in the 364-Day Revolving Credit Agreement.

“Existing Lender” means any Lender party to the Existing Revolving Credit Agreement immediately prior to the effectiveness of the Amended Revolving Credit Agreement.

“Existing Required Lenders” means the “Required Lenders” under and as defined in the Existing Revolving Credit Agreement, as determined immediately prior to the effectiveness of this Amendment.

“Extending Lender” means any Existing Lender with respect to its “Extended Commitment” (under and as defined in the Amended Revolving Credit Agreement).

“Non-Extending Lender” means any Existing Lender with respect to its “Non-Extended Commitment” (under and as defined in the Amended Revolving Credit Agreement).

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“Participating Lender” means any Existing Lender that has agreed to participate in the Extending Lender Transactions described in Section 2(a) of this Amendment with respect to its Existing Revolving Credit Commitment.

2.                                      Election of Extending Lenders.

(a)                                 By its execution below, each Lender identified as an Extending Lender on its signature page hereto hereby acknowledges and agrees that:

(i)                                     such Lender has made an election to be, and shall immediately upon the effectiveness of the Amended Revolving Credit Agreement on the Amendment Effective Date become, an “Extending Lender” under and as defined in the Amended Revolving Credit Agreement, with all the rights and obligations of an Extending Lender thereunder, with respect to its “Extended Commitment” (under and as defined in the Amended Revolving Credit Agreement); and

(ii)                                  such Lender has made an election to be, and shall immediately upon the effectiveness of the 364-Day Revolving Credit Agreement on the Amendment Effective Date become, a “Lender” under and as defined in the 364-Day Revolving Credit Agreement, with all the rights and obligations of a “Lender” thereunder, with respect to and to the extent of its 364-Day Revolving Credit Commitment.

(b)                                 Notwithstanding any contrary historical designation in the Existing Revolving Credit Agreement, each Lender that is not identified as an Extending Lender on its signature page hereto with respect to its “Commitment” (under and as defined in the Existing Revolving Credit Agreement) or that otherwise does not sign a signature page hereto shall, upon the effectiveness of the Amended Revolving Credit Agreement on the Amendment Effective Date, be a “Non-Extending Lender” under and as defined in the Amended Revolving Credit Agreement, with all the rights and obligations of a Non-Extending Lender thereunder, with respect to its “Non-Extended Commitment” (under and as defined in the Amended Revolving Credit Agreement).

(c)                                  Annex I hereto reflects each Existing Lender’s, as applicable, “Extended Commitment” (under and as defined in the Amended Revolving Credit Agreement), “Non-Extended Commitment” (under and as defined in the Amended Revolving Credit Agreement) and 364-Day Revolving Credit Commitment, in each case, on the Amendment Effective Date immediately after giving effect to the Specified Prepayment (as defined below) and the Commitment Reduction (as defined below).

3.                                      Consent to 364-Day Revolving Credit Facility.  On the Amendment Effective Date, but immediately prior to the effectiveness of the Amended Revolving Credit Agreement, notwithstanding anything to the contrary in the Existing Revolving Credit Agreement (including, without limitation, in Sections 8.01 and 8.04 thereof), the Existing Required Lenders hereby consent to the 364-Day Revolving Credit Facility, including the execution and delivery of the 364-Day Revolving Credit Agreement and the other 364-Day

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Revolving Credit Documents by the “Obligors” thereunder.

4.                                      Reduction of Existing Revolving Credit Commitments of Extending Lenders.

(a)                                 Repayment of Revolving Loans.  Immediately upon receipt of the proceeds of the 364-Day Revolving Credit Loans under the 364-Day Revolving Credit Agreement, WIL-Bermuda shall prepay the Revolving Credit Loans of the Existing Lenders ratably in accordance with Sections 2.08(a) and 2.08(b) of the Existing Revolving Credit Agreement by an aggregate principal amount equal to $316,742,581.42 (such prepayment, the “Specified Prepayment”).  The Existing Required Lenders hereby waive any requirement of prior notice of such Specified Prepayment.

(b)                                 Commitment Reduction.  Immediately following the Specified Prepayment on the Amendment Effective Date, notwithstanding anything to the contrary in Section 2.06(c) of the Existing Revolving Credit Agreement, the unused Commitment of each Participating Lender shall be automatically reduced (without any further action or consent by any Person) by the amount necessary to reflect the “Extended Commitment” (under the Amended Revolving Credit Agreement) of such Participating Lender as set forth on Annex I hereto, which amount shall be no less than such Participating Lender’s 364-Day Revolving Credit Commitment (all such reductions being referred to collectively as the “Commitment Reduction”).  The Existing Required Lenders hereby waive any requirement of prior notice of any such Commitment Reduction or any requirement that such Commitment Reduction be made ratably among the Existing Lenders or the Extending Lenders, as the case may be.

(c)                                  Indemnification.  For the avoidance of doubt, the Borrowers shall indemnify all applicable Lenders for breakage costs incurred in connection with the Specified Prepayment in accordance with Section 2.13 of the Existing Revolving Credit Agreement.

5.                                      Amendment of the Existing Revolving Credit Agreement; Borrowings and Reallocations.

(a)                                 Effective from and after the Amendment Effective Date, (i) the Existing Revolving Credit Agreement is hereby amended to read as set forth in Annex II hereto, (ii) Exhibit B-1 (Form of Borrowing Request), Exhibit B-2 (Form of Swingline Borrowing Request) and Exhibit F (Form of Letter of Credit Request) to the Existing Revolving Credit Agreement (but no other Exhibits thereto) are hereby amended to read as set forth in Annex III hereto, (iii) Schedule 1.01B (LC Commitments) to the Existing Revolving Credit Agreement is deleted, and (iv) Schedule 1.01C (Initial Guarantors, to be renamed “Guarantors on the Amendment No. 3 Effective Date”), Schedule 2.01 (Commitments) and Schedule 3.01 (Existing Letters of Credit)  to the Existing Revolving Credit Agreement (but no other Schedules thereto) are hereby amended to read as set forth in Annex IV hereto (the Existing Revolving Credit Agreement, amended as reflected in this Section 5(a), the “Amended Revolving Credit Agreement”).

(b)                                 If, immediately after giving effect to the transactions contemplated hereby on the Amendment Effective Date, Revolving Credit Loans and Revolving Credit Exposure are not held by the Revolving Credit Lenders ratably in accordance with their Extended

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Commitments and Non-Extended Commitments, either (i) WIL-Bermuda shall make any necessary repayments and reborrowings of existing Revolving Credit Loans or (ii) the Administrative Agent shall otherwise administer any required assignment and reallocation of outstanding Revolving Credit Loans and Revolving Credit Exposure ratably among the Revolving Credit Lenders; provided that the Borrowers shall indemnify all applicable Lenders for breakage costs in accordance with Section 2.13 of the Amended Revolving Credit Agreement.

6.                                      Conditions of Amendment Effective Date.  This Amendment shall only become effective on the date (the “Amendment Effective Date”) on which each of the following conditions precedent have been satisfied or waived:

(a)                                 The Administrative Agent shall have received the following:

(i)                                     from each of WIL-Ireland, WOFS, WIL-Bermuda, the Existing Required Lenders, any Extending Lenders, each Issuing Bank and the Swingline Lender, either a counterpart of this Amendment signed on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;

(ii)                                  from each Guarantor other than ▇▇▇▇▇▇▇▇▇▇▇ Capital Management Services Limited Liability Company and Weatherford Investments Holding B.V., for which liquidation proceedings have already commenced, a Reaffirmation in the form attached hereto as Annex V (the “Reaffirmation”);

(iii)                               a certificate of a Responsible Officer of WIL-Ireland, dated as of the Amendment Effective Date and certifying (A) that the representations and warranties made by each Obligor in any Loan Document are true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of the Amendment Effective Date, except for those that by their express terms apply to an earlier date which shall be true and correct in all material respects as of such earlier date, and (B) as to the absence of the occurrence and continuance of any Default or Event of Default;

(iv)                              a certificate of the secretary or an assistant secretary or other Responsible Officer of each Obligor, dated as of the Amendment Effective Date and certifying (A) true and complete copies of the constitution or memorandum of association and bye-laws, the certificate of incorporation and bylaws or the other organizational documents, each as amended and in effect on the Amendment Effective Date, of such Obligor, (B) the resolutions adopted by the Board of Directors of such Obligor authorizing the execution, delivery and performance by such Obligor of the

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Amendment or Reaffirmation, as applicable, (C) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor and (D) the incumbency and specimen signatures of the officers or other authorized representatives of such Obligor executing any documents on its behalf;

(v)                                 favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Amendment Effective Date, each in form and substance reasonably satisfactory to the Administrative Agent, from (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special New York counsel to the Borrowers, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to WIL-Bermuda, (C) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special Swiss counsel to certain of the Obligors, (D) ▇▇▇▇▇▇▇▇, special Irish counsel to WIL-Ireland, (E) Dentons, special Canadian counsel to certain of the Obligors, (F) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special Luxembourg counsel to certain of the Obligors, (G) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special British Virgin Islands counsel to certain of the Obligors, (H) Sidley Austin LLP, special English counsel to the Administrative Agent, (I) ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special Louisiana counsel to Weatherford U.S., L.P., (J) Allens, special Australian counsel to the Administrative Agent, (K) Selmer, special Norwegian counsel to the Administrative Agent, (L) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Amsterdam N.V., special Dutch counsel to certain of the Obligors and (M) ▇▇▇▇▇, special Panama counsel to certain of the Obligors, in each case, given upon the express instruction of the applicable Obligor(s), as applicable;

(vi)                              to the extent available in the applicable jurisdiction(s), (A) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor (other than WIL-Bermuda) certified as of a recent date prior to the Amendment Effective Date by the appropriate Governmental Authority or by a Responsible Officer with respect to Obligors organized under the laws of the British Virgin Islands, (B) certificates of appropriate public officials or bodies as to the existence, good standing and qualification to do business as a foreign entity, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect and (C) to the extent not covered by clauses (A) and (B) immediately above, and only with respect any Obligor organized outside of the United States of America, Bermuda, the British Virgin Islands, Ireland or Switzerland, documents, excerpts or certificates issued by appropriate public officials or bodies with respect to such Obligor that are customarily delivered by entities organized in the same jurisdiction as such Obligor in connection with transactions similar to the Transactions;

(vii)                           a certificate of a Principal Financial Officer of WIL-Ireland, certifying that, immediately after giving effect to the transactions on the Amendment

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Effective Date, (A) WIL-Ireland and its Subsidiaries, taken as a whole, are and will be Solvent, (B) WIL-Bermuda and its Subsidiaries, taken as a whole, are and will be Solvent and (C) no Obligor or Material Subsidiary intends, as of such date, to (x) voluntarily commence a case under any debtor relief law, (y) make a general assignment for the benefit of creditors, or (z) apply for or consent to a custodian, conservator, receiver or similar official appointed such Obligor or Material Subsidiary or a substantial part of its assets, in each case of clause (x), (y) and (z) within the next ten (10) Business Days; and

(viii)                        a certificate of a Principal Financial Officer of WIL-Ireland demonstrating opening pro forma compliance with the financial covenants set forth in Section 8.09 of the Amended Revolving Credit Agreement (with the minimum permitted Current Asset Coverage Ratio (as defined in the 364-Day Revolving Credit Agreement) being 1.00 to 1.00 for such purpose and using current assets as of March 31, 2018 (to the extent that the financial statements of WIL-Ireland for the fiscal quarter ended June 30, 2018 are not required to have been delivered under the Amended Revolving Credit Agreement on or prior to the Amendment Effective Date).

(b)                                 The aggregate amount of the Extended Commitments and the 364-Day Revolving Credit Commitments together shall represent not less than 60% of the aggregate amount of the “Commitments” (under and as defined in the Existing Revolving Credit Agreement) immediately prior to the effectiveness hereof;

(c)                                  WIL-Bermuda shall have paid all reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reimbursement of fees and expenses of the Administrative Agent’s counsels) in connection with this Amendment, the Amended Revolving Credit Agreement, the 364-Day Revolving Credit Agreement and each other transaction contemplated hereby and thereby, in each case, to the extent reimbursable pursuant to the Amended Revolving Credit Agreement and the 364-Day Revolving Credit Agreement;

(d)                                 the representations and warranties of the “Agreement Parties” in Section 7 shall be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) on and as of the Amendment Effective Date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the Amendment Effective Date such representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such specified earlier date;

(e)                                  the occurrence of the “Effective Date” under and as defined in the 364-Day Revolving Credit Agreement; and

(f)                                   the occurrence of the “Amendment Effective Date” under and as defined in Amendment No. 3 to the Term Loan Agreement (as defined in the Existing Revolving Credit Agreement);

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7.                                      Representations and Warranties.  To induce the other parties hereto to enter into this Amendment, each of WIL-Bermuda and WIL-Ireland (herein, an “Agreement Party”) hereby represents and warrants on and as of the Amendment Effective Date, after giving effect to the transactions contemplated hereby on the Amendment Effective Date:

(a)                                 Each Agreement Party has the corporate or other power and authority to execute, deliver and perform its obligations hereunder and to consummate the transactions contemplated hereby, and all such action has been duly authorized by all necessary corporate, partnership or other proceedings on its part or on its behalf.

(b)                                 This Amendment has been duly and validly executed and delivered by or on behalf of each Agreement Party and constitutes a valid and legally binding agreement of such Agreement Party enforceable against such Agreement Party in accordance with the terms hereof, except as may be limited by bankruptcy, insolvency, examinership, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and by general principles of equity which may limit the right to obtain equitable remedies (regardless of whether such enforceability is a proceeding in equity or at law).

(c)                                  No authorization, consent, approval, license or exemption of, or filing or registration with, any Governmental Authority is necessary to have been made or obtained by any Agreement Party for the valid execution, delivery and performance by such Agreement Party of this Amendment or the consummation of the transactions contemplated hereby, except those that have been obtained and are in full force and effect.

(d)                                 Neither the execution, delivery and performance by any Agreement Party of this Amendment, nor compliance with the terms and provisions hereof, nor the consummation of the transactions contemplated hereby (a) will breach or violate any applicable Requirement of Law, (b) will result in any breach or violation of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien prohibited under the Existing Revolving Credit Agreement or the Amended Revolving Credit Agreement upon any of its property or assets pursuant to the terms of, (i) the “Existing Senior Notes” or any “Existing Senior Notes Indenture” (each as defined in the Amended Revolving Credit Agreement) or (ii) any other indenture, agreement or other instrument to which such Agreement Party is a party or by which any property or asset of it is bound or to which it is subject, except for breaches, violations and defaults under clauses (a) and (b)(ii) that collectively for the Obligor Parties would not have a Material Adverse Effect, or (c) will violate any provision of the organizational documents or by-laws of such Agreement Party.

(e)                                  No Default or Event of Default has occurred and is continuing.

8.                                      Confirmation of Loan Documents.  Each Obligor Party hereby confirms and agrees that, except as expressly contemplated hereby, the terms, provisions, conditions and covenants of the Amended Revolving Credit Agreement, and the other Loan Documents remain in full force and effect and are hereby ratified and confirmed, and the execution, delivery and performance of this Amendment shall not, except as expressly set forth in this Amendment,

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operate as a waiver of, consent to or amendment of any term, provision, condition or covenant of the Amended Revolving Credit Agreement or any other Loan Document.  Without limiting the foregoing, each Obligor Party hereby (i) agrees that except to the extent expressly provided in this Amendment, this Amendment and the transactions contemplated hereby shall not limit or diminish its obligations arising under or pursuant to the Loan Documents and (ii) confirms, ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Loan Documents, including under the Affiliate Guaranty.  Without limiting the foregoing, each Obligor Party hereby confirms and agrees that except pursuant hereto or as expressly contemplated or amended hereby, nothing contained herein shall be deemed (a) to constitute a waiver of compliance or consent to noncompliance by any Obligor with respect to any term, provision, condition or covenant of the Existing Revolving Credit Agreement, the Amended Revolving Credit Agreement or any other Loan Document; or (b) to prejudice any right or remedy that the Administrative Agent or any Lender may now have or may have in the future under or in connection with the Existing Revolving Credit Agreement, the Amended Revolving Credit Agreement or any other Loan Document; or (c) to change or modify its or any other Obligor’s obligations as a guarantor, debtor, pledgor, assignor, obligor and/or grantor under any of the Loan Documents and shall not constitute a waiver by the Administrative Agent or the Lenders of any of their rights against any Obligor.  Each Obligor Party represents and acknowledges that it has no claims, counterclaims, offsets, credits or defenses to any of the Loan Documents or the performance of its obligations thereunder.  This Amendment is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Revolving Credit Agreement and the existing Loan Documents.

9.                                      Effect of Amendment.  From and after the Amendment Effective Date hereof, each reference in the Amended Revolving Credit Agreement to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all references to “the Credit Agreement” in any and all agreements, instruments, documents, notes, certificates, guaranties and other writings of every kind and nature shall be deemed to mean the Amended Revolving Credit Agreement.  This Amendment shall constitute a Loan Document for all purposes of the Amended Revolving Credit Agreement and the other Loan Documents.

10.                               Costs and Expenses.  Pursuant to the terms of Section 11.03 of the Amended Revolving Credit Agreement, WIL-Bermuda agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates in connection with the preparation, execution and enforcement of this Amendment.

11.                               Governing Law.  This Amendment and all other documents executed in connection herewith and the rights and obligations of the parties hereto and thereto, shall be construed in accordance with and governed by the law of the State of New York.

12.                               Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

13.                               Counterparts; Integration; Effectiveness. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single

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contract.  This Amendment, the Amended Revolving Credit Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  This Amendment shall become effective on the Amendment Effective Date, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile transmission or electronic transmission (in .pdf form) shall be effective for all purposes as delivery of a manually executed counterpart of this Amendment.

[Signature Pages Follow]

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Signature Page to Amendment No. 3 to Amended and Restated Credit Agreement

Annex I

Commitments Following the Specified Prepayment and Commitment Reduction(1)

(1)  This Annex I lists the Commitments following the Specified Prepayment and Commitment Reduction as of the Amendment Effective Date.

I-1

Annex II

AMENDED REVOLVING CREDIT AGREEMENT

(attached)

II-1

FINAL VERSION

AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF MAY 9, 2016

AS AMENDED BY (I) AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JULY 19, 2016, (II) AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF APRIL 17, 2017, (III) JOINDER AGREEMENT, DATED AS OF SEPTEMBER 7, 2017 AND (IV) AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF AUGUST 16, 2018.

AMONG

▇▇▇▇▇▇▇▇▇▇▇ INTERNATIONAL LTD.,
A BERMUDA EXEMPTED COMPANY

AND

THE OTHER BORROWERS PARTY HERETO,
AS BORROWERS,

▇▇▇▇▇▇▇▇▇▇▇ INTERNATIONAL PLC,
AN IRISH PUBLIC LIMITED COMPANY,

THE LENDERS PARTY HERETO,

THE ISSUING BANKS NAMED HEREIN,

AND

JPMORGAN CHASE BANK, N.A.,

AS ADMINISTRATIVE AGENT AND A SWINGLINE LENDER

JPMorgan Chase Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC,

CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC.
AND
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC.,
AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS,

▇▇▇▇▇ FARGO SECURITIES, LLC,
AS SYNDICATION AGENT,

AND

▇▇▇▇▇ FARGO SECURITIES, LLC, CITIBANK, N.A.
AND
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC.,
AS CO-DOCUMENTATION AGENTS

TABLE OF CONTENTS

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* Denotes an Exhibit or Schedule that will be amended pursuant to Amendment No. 3.

v

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 9, 2016, is among ▇▇▇▇▇▇▇▇▇▇▇ INTERNATIONAL LTD., a Bermuda exempted company (“WIL-Bermuda”), ▇▇▇▇▇▇▇▇▇▇▇ INTERNATIONAL plc, an Irish public limited company (“WIL-Ireland”), the other Subsidiaries of WIL-Ireland from time to time party hereto, the Lenders from time to time party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as a Swingline Lender, and the Issuing Banks from time to time party hereto.

WHEREAS, WIL-Bermuda, WIL-Ireland, certain of the Lenders, and the Administrative Agent are parties to that certain Credit Agreement, dated as of October 15, 2010 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of July 13, 2011, as further amended by that certain Amendment No. 2 to Credit Agreement, dated as of August 6, 2012, as further amended by that certain Amendment No. 3 to Credit Agreement, dated as of June 30, 2015, and as further amended by that certain Amendment No. 4 to Credit Agreement, dated as of February 1, 2016, the “Existing Credit Agreement”); and

WHEREAS, WIL-Ireland, WIL-Bermuda, WIL-Delaware, the “Extending Lenders” (under and as defined in this Agreement on the Effective Date), the “Required Lenders” (under and as defined in the Existing Credit Agreement), the Administrative Agent, the Issuing Banks and the Swingline Lender have entered into that certain Amendment and Restatement Agreement, dated as of the date hereof (the “Amendment and Restatement Agreement”), to consent to and effect certain transactions specified therein, including the amendment and restatement of the Existing Credit Agreement in its entirety to extend the “Maturity Date” (as defined in the Existing Credit Agreement) solely for such Extending Lenders and make certain other modifications and amendments, all as more particularly described herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS; ACCOUNTING TERMS; INTERPRETATION

SECTION 1.01     Definitions.  As used in this Agreement the following terms shall have the following meanings:

“2020 Senior Notes” means the 5.125% Senior Notes due September 15, 2020 issued by WIL-Bermuda.

“364-Day Revolving Credit Administrative Agent” means JPMorgan, in its capacity as administrative agent under the 364-Day Revolving Credit Agreement or any successor or substitute administrative agent thereunder.

“364-Day Revolving Credit Agreement” means that certain 364-Day Revolving Credit Agreement, dated as of August 16, 2018, by and among WIL-Bermuda, the other borrowers from time to time party thereto, the lenders from time to time party thereto, the 364-Day Revolving Credit Administrative Agent and  the 364-Day Revolving Credit Collateral Agent.

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“364-Day Revolving Credit Collateral” means the Collateral (as defined in the 364-Day Revolving Credit Agreement).

“364-Day Revolving Credit Collateral Agent” means ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. in its capacity as collateral agent under the 364-Day Revolving Credit Agreement or any successor or substitute collateral agent thereunder.

“364-Day Revolving Credit Documents” means the Loan Documents (as defined in the 364-Day Revolving Credit Agreement).

“364-Day Revolving Credit Facility” means the senior secured second-lien 364-day revolving credit facility provided pursuant to the 364-Day Revolving Credit Agreement and the other 364-Day Revolving Credit Documents.

“364-Day Revolving Credit Incremental Commitment” means an Incremental Commitment (as defined in the 364-Day Revolving Credit Agreement) or similar increase of commitments under the 364-Day Revolving Credit Agreement.

“364-Day Revolving Credit Maturity Date” means the Maturity Date (as defined in the 364-Day Revolving Credit Agreement).

“364-Day Revolving Credit Obligations” means the Secured Obligations (as defined in the 364-Day Revolving Credit Agreement).

“364-Day Revolving Credit Secured Parties” means the Secured Parties (as defined in the 364-Day Revolving Credit Agreement).

“364-Day Swingline Loans” means the Swingline Loans (as defined in the 364-Day Revolving Credit Agreement).

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Acceptable Deposit Account” means any deposit account that is (a) subject to a deposit account control agreement in form and substance reasonably acceptable to the Administrative Agent, which establishes “control” (within the meaning of Section 9-104 of the Uniform Commercial Code of the State of New York) with respect to such deposit account by the Term Loan Agent on behalf of the Term Loan Secured Parties and the 364-Day Revolving Credit Collateral Agent on behalf of the 364-Day Revolving Credit Secured Parties and (b) subject to other documentation reasonably satisfactory to the Administrative Agent that does not permit any withdrawals from such deposit account except to Redeem any of the 2020 Senior Notes.

“Acquisition” means any acquisition (whether by purchase, merger, consolidation or otherwise) of property or series of related acquisitions of property that constitutes (i) assets comprising all or substantially all or any significant portion of a business or operating unit of a business, or (ii) all or substantially all of the Capital Stock of a Person.

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“Added Guarantor” shall have the meaning assigned to such term in Section 7.08(c).

“Additional Financial Covenant” means any affirmative or negative “maintenance” financial covenant contained in any Other Debt Agreement applicable to WIL-Ireland or any Restricted Subsidiary (regardless of whether such provision is labeled or otherwise characterized as a “financial covenant”), including any defined terms as used therein, the subject matter of which either (a) is similar to that of any of the Financial Covenants or the related definitions contained in this Agreement, but contains one or more percentages, amounts, formulas or other provisions that are more restrictive  as to WIL-Ireland or any Restricted Subsidiary or more beneficial to the holder or holders of any Indebtedness to which such Other Debt Agreement relates than as set forth herein (and such covenant or similar restriction shall be deemed an Additional Financial Covenant only to the extent that it is more restrictive or more beneficial) or (b) is different from the subject matter of any of the Financial Covenants or the related definitions contained in this Agreement.

“Additional Lender” has the meaning specified in Section 2.18(a).

“Additional Lender Supplement” means an additional lender supplement entered into by the Borrowers and any Additional Lender in the form of Exhibit L or any other form reasonably acceptable to the Administrative Agent.

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” means JPMorgan in its capacity as administrative agent for the Lenders and any successor in such capacity pursuant to Article X.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly, controls, is controlled by or is under direct or indirect common control with, such specified Person.  For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling” and “controlled”), when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Affiliate Guaranty” means that certain Affiliate Guaranty, dated as of the Effective Date, by and among WIL-Ireland and the other Guarantors party thereto in favor of the Administrative Agent, for the benefit of itself and the other holders of the Guaranteed Obligations.

“Agent Parties” has the meaning specified in Section 11.02(e)(ii).

“Aggregate Commitments” means, at any time, the sum of the Commitments of all Lenders at such time.  The amount of the Aggregate Commitments as of the Amendment No. 3 Effective Date is $583,257,419.

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“Agreed Swingline Rate” has the meaning specified in Section 2.03(a).

“Agreement” means this Amended and Restated Credit Agreement.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day.  Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively.  For the avoidance of doubt, if the Alternate Base Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Alternative Currency” shall mean, with respect to any Letter of Credit, any currency (other than Dollars) so long as such currency is freely traded and convertible into Dollars in the London Interbank market and a Dollar Equivalent thereof can be calculated, in which such Letter of Credit shall be denominated, as requested by any Borrower and agreed to by the applicable Issuing Bank, with prior written consent of the Administrative Agent.

“Amendment and Restatement Agreement” has the meaning specified in the recitals hereto.

“Amendment No. 3” means that certain Amendment No. 3 to Amended and Restated Credit Agreement entered into as of August 16, 2018 by and among the Obligor Parties, the Lenders listed on the signature pages attached thereto and the Administrative Agent.

“Amendment No. 3 Anniversary Date” means August 16, 2019.

“Amendment No. 3 Effective Date” means August 16, 2018.

“Angolan Bond Investment” means the purchase of Dollar-linked or inflation-protected Angolan government sovereign bonds by WIL-Ireland or a Restricted Subsidiary.

“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction applicable to WIL-Ireland or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Margin” means, for any day, (a) with respect to any Non-Extending Lender’s (i) ABR Revolving Credit Loans, the per annum rate of interest set forth in the definition of the term “Non-Extending Lender Applicable Rate” under the heading “ABR Margin” and (ii) Eurodollar Revolving Credit Loans, the per annum rate of interest set forth in the definition of the term “Non-Extending Lender Applicable Rate” under the heading “LIBOR Margin”, in each case based upon the Specified Senior Leverage Ratio as of the most recently ended Fiscal Quarter for which financial statements are available and (b) with respect to any Extending

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Lender’s (i) ABR Revolving Credit Loans, the per annum rate of interest set forth in the definition of the term “Extending Lender Applicable Rate” under the heading “ABR Margin” and (ii) Eurodollar Revolving Credit Loans, the per annum rate of interest set forth in the definition of the term “Extending Lender Applicable Rate” under the heading “LIBOR Margin”, in each case based upon the Specified Senior Leverage Ratio as of the most recently ended Fiscal Quarter for which financial statements are available.

“Applicable Percentage” means, with respect to any Lender, the percentage (carried out to the twelfth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment; provided that at any time that a Defaulting Lender shall exist, “Applicable Percentage” shall mean the percentage of the Aggregate Commitments (disregarding any Defaulting Lender’s Commitment at such time) represented by such Lender’s Commitment.  If all of the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments permitted hereunder and to any Lender’s status as a Defaulting Lender at the time of determination.  The Applicable Percentage of each Lender as of the Amendment No. 3 Effective Date is set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Approved Fund” has the meaning specified in Section 11.05.

“Assignee Certificate” means a certificate executed by an assignee under an Assignment and Assumption, substantially in the form of Exhibit I.

“Assignment and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 11.05) and accepted by the Administrative Agent, in the form of Exhibit A.

“Attributable Receivables Amount” means the amount of obligations outstanding under receivables purchase facilities or factoring transactions on any date of determination that would be characterized as principal if such facilities or transactions were structured as secured lending transactions rather than as purchases, whether such obligations would constitute on-balance sheet Indebtedness or an off-balance sheet liability.

“Availability Period” means the period from the Effective Date to the earlier of (a) (i) with respect to the Non-Extending Lenders, the Existing Maturity Date or (ii) with respect to the Extending Lenders, the Extended Maturity Date and (b) the date of termination of all of the Commitments.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

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“Banking Services” means each and any of the following bank services provided to WIL-Ireland or any Restricted Subsidiary by any Lender or any of its Affiliates:  (a) credit cards for commercial customers (including commercial credit cards and purchasing cards), (b) stored value cards, (c) merchant processing services and (d) treasury management services (including controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts and interstate depository network services).

“Banking Services Obligations” means any and all obligations of WIL-Ireland or any Restricted Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, examiner, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America (or any successor).

“Board of Directors” means, with respect to any Person, the board of directors (or other governing body) of such Person (or of its (managing) general partner or managing member, as the case may be), or any committee thereof duly authorized to act on behalf of such board of directors (or other governing body).

“Borrowers” means, collectively, WIL-Bermuda, WOFS and any other Persons from time to time becoming Borrowers hereunder pursuant to Section 11.01(c), but excluding any Persons who from time to time cease to be Borrowers hereunder pursuant to Section 11.01(d).

“Borrowing” means (a) Revolving Credit Loans of the same Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest

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Period is in effect or (b) a Swingline Borrowing.  For the avoidance of doubt, prior to the Non-Extended Revolving Maturity Date, each Borrowing shall be comprised of both Extended Revolving Loans and Non-Extended Revolving Loans, as provided in Section 2.01.

“Borrowing Request” means a request by a Borrower for a Borrowing of Revolving Credit Loans in accordance with Section 2.02, which, if in writing, shall be substantially in the form of Exhibit B-1.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.

“Capital Lease” means, as to any Person, any lease in respect of which the rental obligation of such Person constitutes a Capital Lease Obligation.

“Capital Lease Obligation” means, with respect to any Person, the obligation of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real or personal property that is required to be classified and accounted for as a capital lease obligation on a balance sheet of such Person under GAAP and, for purposes of this Agreement, the amount of such obligation at any date shall be the capitalized amount thereof at such date, determined in accordance with GAAP.

“Capital Stock” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents (however designated) of such Person’s equity, including all common stock and preferred stock, common shares and preference shares, any limited or general partnership interests and any limited liability company membership interests.

“Carry-Over LC Exposure” means, as of any date of determination, the aggregate LC Exposure of all Non-Extending Lenders and Extending Lenders as of such date solely with respect to any and all Carry-Over Letters of Credit.

“Carry-Over Letter of Credit” means any Letter of Credit that was issued prior to the Existing Maturity Date and has an expiry date after the Existing Maturity Date.

“Cash Collateralized LC Exposure” means, with respect to any Specified Letter of Credit as of any date, the amount of cash collateral pledged to the applicable issuing bank or institution that issued such Specified Letter of Credit as security to cover reimbursement obligations of WIL-Ireland or any Restricted Subsidiary in respect of such Specified Letter of Credit, excluding any such cash collateral that is (a) in excess of the stated amount of such Specified Letter of Credit or (b) designated solely for the purpose of paying or reimbursing any amounts other than amounts drawn under such Specified Letter of Credit.

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“Cash Equivalents” means:

(a)           direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b)           investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from ▇▇▇▇▇’▇;

(c)           investments in certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d)           fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

(e)           money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by ▇▇▇▇▇’▇ and (iii) have portfolio assets of at least $5,000,000,000; and

(f) in the case of any Restricted Subsidiary that is organized under the laws of a jurisdiction outside the United States of America, other investments that are analogous to the foregoing, are of comparable credit quality and are customarily used by companies in the jurisdiction of such Restricted Subsidiary for cash management purposes.

“Change in Law” means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the following:  (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rules, guideline, requirement or directive (whether or not having the force of law) by any Governmental Authority; provided however, that notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented.

“Change of Control” means an event or series of events by which: (a) in the case of the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Effective Date) or related persons constituting a “group” (as such term is used in Rule 13d-5 under the Exchange Act in effect on the Effective Date) is or

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becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, as in effect on the Effective Date), directly or indirectly, of 50% or more of the total voting power of the Voting Stock of the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company, except as a result of a Redomestication; (ii) the shareholders of the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company approve any plan of liquidation, winding up or dissolution of the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company, except in connection with a Redomestication; (iii) the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company Disposes of all or substantially all of its assets to any Person other than an Obligor or a Restricted Subsidiary organized in a Specified Jurisdiction that, concurrently with such Disposition, becomes a Guarantor in accordance with Section 7.08(a), except in connection with a Redomestication; or (iv) during any period of twelve consecutive months, individuals who, at the beginning of such period, constituted the Board of Directors of the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company (together with any new directors whose appointment or election by such Board of Directors or whose nomination for election by the shareholders of the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company, as applicable, was approved by a vote of not less than a majority of the directors then still in office who were either directors at the beginning of such period or whose appointment, election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company then in office, but excluding from the foregoing clause any change in the composition or membership of the Board of Directors of the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company resulting solely from the addition thereto or removal therefrom of directors to the extent necessary for the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company to comply with the United States Sarbanes Oxley Act of 2002 or the rules and regulations of any stock exchange on which the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company’s securities are listed, pursuant to the recommendation of the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company’s legal counsel; or (b) in the case of any other Obligor Party, except in a transaction permitted by Section 8.02, the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company ceases to own, after giving effect to such event or series of events, directly or indirectly, 100% of the issued and outstanding Capital Stock of each class of such Obligor Party.

“Change of Control Event” means (a) the execution of any definitive agreement which when fully performed by the parties thereto, would result in a Change of Control; or (b) the commencement of a tender offer pursuant to Section 14(d) of the Exchange Act that would result in a Change of Control if completed.

“Charges” has the meaning specified in Section 11.14.

“Citi Credit Documents” means, collectively, (a) that certain Credit and Guaranty Agreement, dated as of ▇▇▇▇▇ ▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇▇▇▇, ▇▇▇-▇▇▇▇▇▇▇▇, ▇▇▇-▇▇▇▇▇▇▇ (successor-in-interest to ▇▇▇▇▇▇▇▇▇▇▇ International Ltd., a Swiss joint stock company), the lenders party thereto from time to time and Citicorp USA, Inc., as administrative agent and as issuing bank, and (b) that certain Continuing Agreement for Standby Letters of Credit, dated ▇▇▇▇▇ ▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇▇▇▇, ▇▇▇-▇▇▇▇▇▇▇▇, ▇▇▇-▇▇▇▇▇▇▇ (successor-in-interest to ▇▇▇▇▇▇▇▇▇▇▇ International Ltd., a Swiss joint stock company) and Citibank, N.A.

“Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

“Commitment Increase” has the meaning specified in Section 2.18(a).

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“Commitments” means, collectively, the Extended Commitments and the Non-Extended Commitments, if applicable, and “Commitment” means any Extended Commitment or Non-Extended Commitment, as the context may require.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communications” has the meaning specified in Section 11.02(e)(ii).

“Compliance Certificate” means with respect to any fiscal period, a certificate of a Principal Financial Officer of WIL-Ireland substantially in the form of Exhibit G, certifying as to (a) whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (b) setting forth reasonably detailed calculations demonstrating compliance with the Financial Covenants for such period, (c) attaching a summary report with respect to all Specified Letters of Credit, including all undrawn amounts thereunder, as of the last day of such period, (d) identifying all Material Specified Subsidiaries, (e) specifying whether any Material Specified Subsidiaries are organized in jurisdictions other than Specified Jurisdictions or Excluded Jurisdictions, and (f) stating whether any change in GAAP or in the application thereof has occurred since the date of WIL-Ireland’s consolidated financial statements most recently delivered pursuant to Section 7.01(b) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes.

“Consolidated Adjusted EBITDA”  means, for any period and with respect to any Reference Group, Consolidated Net Income of such Reference Group for such period plus, (a) the following expenses or charges (without duplication) and to the extent deducted from revenues in determining Consolidated Net Income of such Reference Group for such period: (i) Consolidated Interest Expense, (ii) expense for income taxes, (iii) depreciation, (iv) amortization, (v) extraordinary or non-recurring cash costs, expenses and charges, including those related to (A) severance, cost savings, operating expense reductions, facilities closings, percentage of completion contracts, consolidations, and integration costs and other restructuring charges or reserves and (B) litigation, settlement and judgment costs and expenses (provided that the aggregate amount of all amounts added back pursuant to this clause (v) shall not exceed $100,000,000 for any Testing Period), (vi) any non-cash losses or charges under Swap Agreements resulting from the application of FASB ASC 815, (vii) non-cash compensation expenses or costs related to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, (viii) fees, expenses, premiums and similar charges incurred in connection with the Term Loan Agreement, the 364-Day Revolving Credit Agreement, this Agreement and the Transactions, and (ix) all other non-cash charges, expenses or losses minus, (b) the following items of income or gains (without duplication) to the extent included in Consolidated Net Income of such Reference Group for such period, (i) interest income, (ii) income tax benefits (to the extent not netted from tax expense), (iii) any cash payments made during such period in respect of non-cash items described in clause (ix) above subsequent to the Fiscal Quarter in which such non-cash expenses or losses were incurred (iv)

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any non-cash gains under Swap Agreements resulting from the application of FASB ASC 815 and (v) all other non-cash income or gains, all calculated for such Reference Group in accordance with GAAP on a consolidated basis.  For the purposes of calculating Consolidated Adjusted EBITDA of any Reference Group for any Testing Period if at any time during such Testing Period any member of the applicable Reference Group shall have made any Material Acquisition or Material Disposition, Consolidated Adjusted EBITDA of such Reference Group for such Testing Period shall be calculated after giving effect thereto on a pro forma basis as if such Material Acquisition or Material Disposition had occurred on the first day of such Testing Period.

“Consolidated Interest Expense” means, for any period and with respect to any Reference Group, the interest expense (including interest expense under Capital Lease Obligations that is treated as interest in accordance with GAAP) of such Reference Group calculated on a consolidated basis for such period with respect to (a) all outstanding Indebtedness of such Reference Group and all outstanding letters of credit, bank guaranties and bankers’ acceptances of such Reference Group, in each case allocable to such period in accordance with GAAP (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers acceptance financing; amortization of original issue discount resulting from the issuance of indebtedness at less than par; financing fees (including arrangement, amendment and contract fees), debt issuance costs, commissions and expenses and, in each case, the amortization thereof; and net costs under interest rate Swap Agreements to the extent such net costs are allocable to such period in accordance with GAAP; but excluding any interest that is paid in kind by adding the amount thereof to the principal amount of the related Indebtedness) and (b) the interest, yield, discount or costs, as applicable, payable on all Attributable Receivables Amounts of such Reference Group and attributable to such period.  In the event that any member of such Reference Group shall have completed a Material Acquisition or a Material Disposition at any time during any Testing Period, Consolidated Interest Expense shall be determined for such period on a pro forma basis as if such Material Acquisition or Material Disposition, and any related incurrence or repayment of Indebtedness, had occurred at the beginning of such Testing Period.

“Consolidated Net Income” means, for any period and with respect to any Reference Group, the net income (or loss) of such Reference Group calculated in accordance with GAAP on a consolidated basis (without duplication) for such period; provided that there shall be excluded, without duplication: (a) the income (or loss) of any Person accrued prior to the date such Person became a Restricted Subsidiary of a member of such Reference Group, or is merged into or consolidated with a member of such Reference Group or such Person’s assets are acquired by any member of such Reference Group; (b) the income (or loss) of any Person that is not a Restricted Subsidiary of any member of such Reference Group, or that is accounted for by the equity method of accounting (provided that Consolidated Net Income of such Reference Group for such period shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents to any member of such Reference Group by such Person during such period); (c) the undistributed earnings of any Restricted Subsidiary of any member of such Reference Group to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by operation of the terms of its organizational documents or any contractual obligation (other than the Loan Documents) or Requirement of Law applicable to such Restricted Subsidiary; and (d)

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the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period to the extent included in Consolidated Net Income of such Reference Group for such period.

“Convertible Indebtedness” means Indebtedness of WIL-Ireland or any of its Subsidiaries permitted to be incurred under the terms of this Agreement that is either (a) convertible or exchangeable into ordinary shares of WIL-Ireland (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such ordinary shares) or (b) sold as units with call options, warrants or rights to purchase (or substantially equivalent derivative transactions) that are exercisable for ordinary shares of WIL-Ireland and/or cash (in an amount determined by reference to the price of such common stock).

“Credit Party” means the Administrative Agent, any Issuing Bank, any Swingline Lender or any other Lender.

“Default” means the occurrence of any event that with the giving of notice or the passage of time or both would become an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified any Obligor Party or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by any Obligor Party or any Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Obligor Party’s or Credit Party’s receipt of such certification in form and substance satisfactory to such Obligor Party or such Credit Party, as applicable, and the Administrative Agent, or (d) has become, or whose Lender Parent has become, the subject of a Bankruptcy Event or a Bail-In Action.

“Designated Assets” means, the assets used in the United States and Canadian land hydraulic fracturing pressure pumping, multistage completions and pump-down perforating businesses of WIL-Ireland and its Subsidiaries.

“Designated Joint Venture” means either (a) the potential joint venture involving the Designated Assets that is described in the same writing delivered to the Administrative Agent and the Lenders prior to the Effective Date that describes the Designated Assets or (b) the joint

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venture between WIL-Ireland and Schlumberger Limited more particularly described in the press release of WIL-Ireland dated March 24, 2017 captioned “Weatherford and Schlumberger to Form OneStim Joint Venture”.

“Designated Joint Venture Investment” means an Investment permitted by Section 8.06(h) consisting of the contribution by WIL-Ireland or any Restricted Subsidiary of assets, other than cash or Cash Equivalents.

“Designated Joint Venture Investments Basket” means, at any date of determination, an amount equal to the sum of (a) $25,000,000 plus (b) if such date is on or after the first anniversary of the Effective Date, $25,000,000 plus (c) if such date is on or after the second anniversary of the Effective Date, $25,000,000.

“Deutsche Bank” means Deutsche Bank AG New York Branch and its successors.

“Dispose” means to sell, lease, assign, exchange, convey or otherwise transfer (excluding the granting of a Lien on) any property.  “Disposition” has a meaning correlative thereto.

“Disqualified Capital Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures or is mandatorily redeemable for any consideration other than other Capital Stock (which would not constitute Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or (b) is convertible or exchangeable for Indebtedness or redeemable for any consideration other than other Capital Stock (which would not constitute Disqualified Capital Stock) at the option of the holder thereof, in whole or in part, in each case (determined as of the date of issuance), on or prior to the date that is 91 days after the latest to occur of (i) the Extended Maturity Date, (ii) the 364-Day Revolving Credit Maturity Date and (iii) the Term Loan Maturity Date; provided that any Capital Stock that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into which such Capital Stock is convertible or for which such Capital Stock is exchangeable) the right to require the issuer thereof to redeem such Capital Stock upon the occurrence of any Change of Control or any Disposition occurring prior to the date that is 91 days after the latest to occur of (i) the Extended Maturity Date, (ii) the 364-Day Revolving Credit Maturity Date and (iii) the Term Loan Maturity Date at the time such Capital Stock is issued shall not constitute Disqualified Capital Stock if such Capital Stock provides that the issuer thereof will not redeem any such Capital Stock pursuant to such provisions prior to Payment in Full.

“Dollar Equivalent” means, on any date of determination, (a) with respect to any amount denominated in Dollars, such amount and (b) with respect to any amount denominated in an Alternative Currency, the equivalent in Dollars of such amount determined by the Administrative Agent in accordance with normal banking industry practice using the Exchange Rate on such date of determination.  In making any determination of the Dollar Equivalent for any purpose, the Administrative Agent shall use the relevant Exchange Rate in effect on the date on which a Dollar Equivalent is required to be determined pursuant to the provisions of this Agreement.  As appropriate, amounts specified herein as amounts in Dollars shall be or include any relevant Dollar Equivalent amount.

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“Dollars”, “dollars” and “$” means the lawful currency of the United States of America.

“ECP” means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.

“EEA Financial Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means the date on which each party hereto has executed and delivered this Agreement and the other conditions set forth in Section 5.01 are first satisfied (or waived in accordance with Section 11.01).

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Electronic System” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and the Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system.

“Environmental Laws” means all Requirements of Law, relating in any way to the protection of the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety with respect to exposure to Hazardous Materials.

“Environmental Liability” means any liability  (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of WIL-Ireland or any of its Subsidiaries resulting from (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

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“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended from time to time, and all rules, regulations, rulings and interpretations adopted by the U.S. Department of Labor thereunder.

“ERISA Affiliate” means (a) each member of a controlled group of corporations and each trade or business (whether or not incorporated) under common control which, together with WIL-Ireland or any Borrower, would be treated as a single employer at any time within the preceding six years under Section 414 of the Code and (b) any Subsidiary of any of the Obligors.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA) with respect to a Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by WIL-Ireland, any Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by WIL-Ireland, any Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan; (f) the incurrence by WIL-Ireland, any Borrower or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (g)  the receipt by any Multiemployer Plan from WIL-Ireland, any Borrower or any ERISA Affiliate of any notice, concerning the imposition upon WIL-Ireland, any Borrower or any ERISA Affiliate of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or is subject to the requirements for plans in endangered, critical or critical and declining status under Section 432 of the Code or Section 305 of ERISA; or (h) any Foreign Plan Event.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” has the meaning specified in Section 9.01.

“Excess Amount” has the meaning specified in Section 2.06(c)(i).

“Excess Cash Flow” means, for any Fiscal Quarter, the excess, if any, of (a) the sum, without duplication, of (i) Consolidated Net Income for the WIL-Ireland Group for such Fiscal Quarter, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income, (iii) decreases in Working Capital for such Fiscal Quarter, and (iv) the aggregate net amount of non-cash loss on the disposition of property by WIL-Ireland and its Restricted Subsidiaries during such Fiscal Quarter (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income over (b) the sum, without duplication, of (i) the amount of all non-cash

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credits included in arriving at such Consolidated Net Income, (ii) the aggregate amount actually paid by WIL-Ireland and its Restricted Subsidiaries in cash during such Fiscal Quarter on account of capital expenditures, (iii) the aggregate amount of all regularly scheduled principal payments of Long-Term Debt (including the Term Loans) of WIL-Ireland and its Restricted Subsidiaries made during such Fiscal Quarter (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), (iv) increases in Working Capital for such Fiscal Quarter, and (v) the aggregate net amount of non-cash gain on the disposition of property by WIL-Ireland and its Restricted Subsidiaries during such Fiscal Quarter (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income; provided that (A) in the case of clause (b)(ii), such amount shall exclude the principal amount of Indebtedness incurred in connection with such expenditures and (B) in the case of clauses (b)(ii) and (b)(iii), such amounts shall exclude any such expenditures or payments financed with insurance proceeds, issuances of Capital Stock by WIL-Ireland (other than Disqualified Capital Stock), or the proceeds of Dispositions of assets.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Exchange Rate” shall mean, on any day, (a) with respect to any Alternative Currency on a particular date, the rate of exchange for the purchase of Dollars with such Alternative Currency in the London foreign exchange market at or about 11:00 a.m. London time (or New York time, as applicable) on a particular day as displayed by ICE Data Services as the “ask price”, or as displayed on such other information service which publishes that rate of exchange from time to time in place of ICE Data Services (or if such service ceases to be available, the equivalent of such amount in Dollars as determined by the Administrative Agent, in consultation with the Borrowers, using any method of determination it deems reasonably appropriate) and (b) if such amount is denominated in any other currency (other than Dollars), the equivalent of such amount in Dollars as determined by the Administrative Agent, in consultation with the Borrowers, using any method of determination it deems reasonably appropriate; provided that in connection with any determination by the Administrative Agent of the equivalent of such amount in Dollars, as applicable, pursuant to the foregoing clauses (a) or (b), upon the written request of any Borrower, the Administrative Agent shall notify such Borrower of the sources used to determine such amount.

“Excluded Jurisdictions” means the countries or other jurisdictions identified on Schedule 1.01A hereto.

“Excluded Swap Obligation” means, with respect to any Obligor, any Specified Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Obligor of, or the grant by such Obligor of a security interest to secure, such Specified Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Obligor’s failure for any reason to constitute an ECP at the time the guarantee of such Obligor or the grant of such security interest becomes effective with respect to such Specified Swap Obligation.  If a Specified Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the

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portion of such Specified Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any Borrower or Guarantor under any Loan Document, (a) any taxes imposed on (or measured by reference to, in whole or in part) its income, profits, capital or net worth (but excluding withholding Taxes for purposes of this subsection (a) only) (i) by the United States of America, or  by the jurisdiction under the laws of which such recipient is organized or resident or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) that are Other Connection Taxes, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which a Borrower, the Administrative Agent, any Lender, any Issuing Bank or any other such recipient is located or otherwise conducting business activity, (c) in the case of a Lender (other than an assignee pursuant to an assignment required by WIL-Bermuda under Section 4.03(b)), any withholding tax that is imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement (or designates a new lending office) or would have been so imposed if a Borrower were a United States corporation, except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from such Borrower with respect to such withholding tax pursuant to Section 4.02(a), (d) in the case of any Lender that becomes a party to this Agreement after the date hereof (or designates a new lending office after the date hereof) without the prior written consent of WIL to the extent required by Section 11.05 (other than (i) a Lender that becomes a party to this Agreement or designates a new lending office when an Event of Default has occurred and is continuing, (ii) a Lender that designates a new lending office after the date hereof pursuant to Section 4.03(a), (iii) an assignee pursuant to an assignment by a Lender under Section 4.03(a), and (iv) an assignee pursuant to an assignment required by WIL-Bermuda under Section 4.03(b)), any withholding tax that is imposed on amounts payable to such Lender pursuant to any Loan Document (and including any additional withholding tax that is imposed on amounts payable to such Lender as a result of a change in treaty, law or regulation), (e) in the case of a Lender, any withholding tax imposed on amounts payable to such Lender immediately after it changes its jurisdiction of organization and/or tax residency, except to the extent payments to, or for the benefit of, such Lender were subject to a withholding tax for which an Obligor was responsible immediately prior to the Lender’s change in jurisdiction and/or tax residency, (f) any withholding tax attributable to such Lender’s failure to comply with Section 4.02(c) or Section 4.02(e) and (g) any United States federal withholding Taxes imposed by FATCA.

“Existing Credit Agreement” has the meaning specified in the recitals hereto.

“Existing Letters of Credit” has the meaning specified in Section 3.01(a).

“Existing Maturity Date” means July 12, 2019.

“Existing Senior Notes” means, collectively, (a) the 6.800% Senior Notes due June 15, 2037 issued by WIL-Delaware, (b) the 6.500% Senior Notes due August 1, 2036 issued by WIL-Bermuda, (c) the 7.000% Senior Notes due March 15, 2038 issued by WIL-Bermuda, (d) the

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9.875% Senior Notes due March 1, 2039 issued by WIL-Bermuda, (e) the 2020 Senior Notes, (f) the 6.750% Senior Notes due September 15, 2040 issued by WIL-Bermuda, (g) the 4.500% Senior Notes due April 15, 2022 issued by WIL-Bermuda, (h) the 5.950% Senior Notes due April 15, 2042 issued by WIL-Bermuda, (i) the 5.875% Exchangeable Senior Notes due July 1, 2021 issued by WIL-Bermuda, (j) the 7.75% Senior Notes due June 15, 2021 issued by WIL-Bermuda, (k) the 8.25% Senior Notes due June 15, 2023 issued by WIL-Bermuda, (l) the 9.875% Senior Notes due February 15, 2024 issued by WIL-Bermuda and (m) the 9.875% Senior Notes due March 1, 2025 issued by WIL-Delaware.

“Existing Senior Notes Indentures” means, collectively, (a) that certain Indenture, dated as of June 18, 2007, among WIL-Delaware, as issuer, WIL-Bermuda, as guarantor, and Deutsche Bank Trust Company Americas, as trustee, and (b) that certain Indenture, dated as of October 1, 2003, among WIL-Bermuda, as issuer, WIL-Delaware, as guarantor, and Deutsche Bank Trust Company Americas, as trustee, in each case, as supplemented or otherwise modified by all supplemental indentures thereto or any other document supplementing or modifying the terms of such Indentures.

“Extended Commitment” means, with respect to each Extending Lender, the commitment of such Extending Lender to (a) make Loans, (b) acquire participations in Letters of Credit hereunder and (c) acquire participations in Swingline Loans, which commitment will terminate on the Extended Maturity Date (if not terminated earlier in accordance with the terms hereof), in an aggregate principal amount set forth opposite such Extending Lender’s name on Schedule 2.01 under the heading “Extended Commitment” or in the Additional Lender Supplement or Assignment and Assumption pursuant to which such Extending Lender shall have provided or assumed its Extended Commitment, as applicable, as such amount may be (i) reduced from time to time pursuant to Section 2.06, (ii) increased from time to time pursuant to Section 2.18 and (iii) reduced or increased from time to time pursuant to assignments by or to such Extending Lender pursuant to Section 4.03 or Section 11.05.

“Extended Expiration Letter of Credit” has the meaning specified in Section 3.01(c).

“Extended Maturity Date” means July 13, 2020; provided, however, that if WIL-Bermuda has not voluntarily Redeemed a necessary amount of its 2020 Senior Notes prior to June 12, 2020 such that no more than $50,000,000 of its 2020 Senior Notes remain outstanding on such date, then the Extended Maturity Date shall be June 12, 2020 unless WIL-Bermuda has deposited such necessary amount in cash into an Acceptable Deposit Account on or before such date.

“Extending Lender” means each Person listed on Schedule 2.01 to the extent such Person is providing an Extended Commitment and any other Person that (a) accepts an assignment from, and assumes the obligations of, an Extending Lender pursuant to an Assignment and Assumption Agreement, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption Agreement or (b) provides all or a portion of any Incremental Commitments in accordance with Section 2.18.

“Extending Lender Applicable Rate” means, for any day, with respect to the facility fees payable to any Extending Lender hereunder or with respect to any Eurodollar Revolving Credit

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Loan or ABR Revolving Credit Loan of any Extending Lender, as the case may be, the applicable rate per annum set forth below under the captions “Facility Fee Rate”, “LIBOR Margin” or “ABR Margin”, as the case may be, based upon the Specified Senior Leverage Ratio as of the most recently ended Fiscal Quarter for which financial statements are available:

If at any time WIL-Ireland fails to deliver the quarterly or annual financial statements or related certificates required under this Agreement on or before the date such statements or certificates are due, Category 4 shall be deemed applicable for the period commencing three Business Days after such required date of delivery and ending on the date which is three Business Days after such statements or certificates are actually delivered, after which the Category shall be determined in accordance with the table above as applicable.

Adjustments, if any, to the Category then in effect shall be effective three Business Days after the Administrative Agent has received the applicable financial statements and related certificates and shall apply until the date immediately preceding the effective date of the next such change.

Until any adjustment becomes effective as provided in the paragraph above upon the Administrative Agent’s receipt of the applicable financial statements for the fiscal quarter ended June 30, 2018, Category 1 will be applicable under this Agreement based on the financial statements and related certificates for the fiscal quarter ended March 31, 2018.

“Extending Lender Revolving Credit Loan” means a Revolving Credit Loan of an Extending Lender.

“Facility Fee Rate” means, for any day, (a) with respect to any Non-Extending Lender, the per annum rate set forth in the definition of the term “Non-Extending Lender Applicable Rate” under the heading “Facility Fee Rate”, based upon the Specified Senior Leverage Ratio as of the most recently ended Fiscal Quarter for which financial statements are available and (b) with respect to any Extending Lender, the per annum rate set forth in the definition of the term “Extending Lender Applicable Rate” under the heading “Facility Fee Rate”, based upon the Specified Senior Leverage Ratio as of the most recently ended Fiscal Quarter for which financial statements are available.

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“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code and any Intergovernmental Agreement as defined in Treasury Regulation Section 1.1471-1T(b)(67) or any successor provisions.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depository institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate.  For the avoidance of doubt, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Financial Covenants” means those covenants set forth in Section 8.09 and any Additional Financial Covenants included in this Agreement from time to time pursuant to Section 7.10.

“Financial Standby Letter of Credit” means a standby Letter of Credit under which the beneficiary is entitled to draw thereon in the event that the account party (or the Person or Persons on whose behalf such Letter of Credit was issued) fails to perform a financial obligation.  By way of example, a Financial Standby Letter of Credit includes (a) a standby Letter of Credit that secures an obligation to repay borrowed money or to pay invoices, insurance premiums or other monetary obligations, (b) a standby Letter of Credit issued to back a bank guarantee, surety bond or other similar instrument issued to secure an obligation to repay borrowed money or to pay invoices, insurance premiums or other monetary obligations and (c) each Existing Letter of Credit that is identified as a “Financial Standby Letter of Credit” on Schedule 3.01.

“Financial Standby LC Participation Fee Rate” means, for any day, (a) with respect to any Non-Extending Lender, a per annum rate equal to the applicable “LIBOR Margin” set forth in the definition of the term “Non-Extending Lender Applicable Rate”, based upon the Specified Senior Leverage Ratio as of the most recently ended Fiscal Quarter for which financial statements are available and (b) with respect to any Extending Lender, a per annum rate equal to the applicable “LIBOR Margin” set forth in the definition of “Extending Lender Applicable Rate”, based upon the Specified Senior Leverage Ratio as of the most recently ended Fiscal Quarter for which financial statements are available.

“Fiscal Quarter” means a Fiscal Quarter of WIL-Ireland, ending on the last day of each March, June, September and December.

“Fiscal Year” means a Fiscal Year of WIL-Ireland, ending on December 31 of each year.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than the United States of America or any State thereof.

“Foreign Plan” means any employee pension benefit plan (within the meaning of Section 3(2) of ERISA, whether or not subject to ERISA) that is not subject to United States law, that is

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maintained or contributed to by WIL-Ireland, any Borrower or any ERISA Affiliate or with respect to which WIL-Ireland, any Borrower or any ERISA Affiliate may have any liability.

“Foreign Plan Event” means with respect to any Foreign Plan, (i) the failure to make or, if applicable, accrue in accordance with normal accounting practices, any employer or employee contributions required by applicable law or by the terms of such Foreign Plan, (ii) the failure to register or loss of good standing with applicable regulatory authorities of any such Foreign Plan required to be registered, (iii) the failure of any Foreign Plan to comply with any material provisions of applicable law and regulations or with the material terms of such Foreign Plan, or (iv) a final determination that WIL-Ireland, any Borrower or any ERISA Affiliate are responsible for a deficit or funding shortfall in a Foreign Plan.

“Funded Indebtedness” means, with respect to any Reference Group as of any date, the sum, without duplication, of (a) all Indebtedness of the type described in clauses (a), (b), (d) and (g) of the definition thereof of any member of such Reference Group, other than any such Indebtedness that is Subordinated, and (b) all Guarantees by any member of such Reference Group with respect to any of the foregoing types of Indebtedness (whether or not the primary obligor is a member of such Reference Group), other than any such Guarantee that is Subordinated.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time as set forth in the opinions, statements and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board.

“Governmental Authority” means the government of any Specified Jurisdiction or any other nation and any political subdivision of any of the foregoing, whether state or local, and any central bank, agency, authority, instrumentality, regulatory body, department, commission, board, bureau, court, tribunal or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person means any guaranty or other contingent liability of such Person (other than any endorsement for collection or deposit in the ordinary course of business), direct or indirect, with respect to any Indebtedness of another Person, through an agreement or otherwise, including (a) any other endorsement or discount with recourse or undertaking substantially equivalent to or having economic effect similar to a guarantee in respect of any such Indebtedness, (b) any agreement (i) to pay or purchase, or to advance or supply funds for the primary purpose of the payment or purchase of, any such Indebtedness, (ii) to purchase securities or to purchase, sell or lease property, products, materials or supplies, or transportation or services, with the primary purpose of enabling such other Person to pay any such Indebtedness or (iii) to make any loan, advance or capital contribution to or other investment in, or to otherwise provide funds to or for, such other Person in respect of enabling such Person to satisfy any such Indebtedness (including any liability for a dividend, stock liquidation payment or expense) or to assure a minimum equity, working capital or other balance sheet condition in respect of any such Indebtedness, and (c) any obligations of such Person as an account party in respect of any letter of credit or bank guaranty issued to support any such Indebtedness; provided, however, that notwithstanding the foregoing, support letters delivered for audit

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purposes (to the extent consistent with past practices of WIL-Ireland and its Restricted Subsidiaries) and performance guarantees shall not be considered Guarantees pursuant to this definition.  The amount of any Guarantee shall be an amount equal to the lesser of the stated or determinable amount of the primary Indebtedness in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith.

“Guaranteed Obligations” means (a) all Obligations and (b) all Swap Obligations and Banking Services Obligations owing to one or more Lenders or their respective Affiliates; provided that, with respect to any Obligor, the term “Guaranteed Obligations” shall not include any Excluded Swap Obligations of such Obligor.

“Guarantors” means each Holdco Guarantor and each other Restricted Subsidiary that enters into a Guaranty Agreement with respect to the Guaranteed Obligations.  The Guarantors as of the Amendment No. 3 Effective Date are set forth on Schedule 1.01C hereto.

“Guaranty Agreements” means, collectively, (a) the Affiliate Guaranty dated as of the Effective Date by and among WIL-Ireland and the Restricted Subsidiaries party thereto in favor of the Administrative Agent, for the benefit of itself and the other holders of the Guaranteed Obligations, and (b) any other guaranty agreement in form and substance reasonably satisfactory to the Administrative Agent in favor of the Administrative Agent, for the benefit of itself and the other holders of the Guaranteed Obligations, in any such case, pursuant to which any Person guarantees the Guaranteed Obligations.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Holdco Guarantor” means each of WIL-Ireland, WIL-Delaware, ▇▇▇▇▇▇▇▇▇▇▇ Investment Inc., a Delaware corporation, ▇▇▇▇▇▇▇▇▇▇▇ International Holding (Bermuda) Ltd., a Bermuda exempted company, ▇▇▇▇▇▇▇▇▇▇▇ Bermuda Holdings Ltd., a Bermuda exempted company, and ▇▇▇▇▇▇▇▇▇▇▇ Products GmbH, a Switzerland limited liability company.

“Hostile Acquisition” means (a) the acquisition of the Capital Stock of a Person through a tender offer or similar solicitation of the owners of such Capital Stock which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

“Impacted Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate”.

“Incorporated Financial Covenant” has the meaning specified in Section 7.10(b).

“Increase Effective Date” has the meaning specified in Section 2.18(b).

“Increasing Lender” has the meaning specified in Section 2.18(a).

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“Increasing Lender Supplement” means an increasing lender supplement entered into by the Borrowers and any Increasing Lender in the form of Exhibit K or any other form reasonably acceptable to the Administrative Agent.

“Incremental Commitment” has the meaning specified in Section 2.18(a).

“Incremental Commitment Cap” has the meaning specified in Section 2.18(a).

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), including obligations evidenced by a bond, note, debenture or similar instrument, (b) all non-contingent reimbursement obligations of such Person in respect of letters of credit, bank guaranties, bankers’ acceptances, bid bonds, surety bonds, performance bonds, customs bonds, advance payment bonds and similar instruments, (c) all obligations of such Person for the balance deferred and unpaid of the purchase price for any property or services (except for trade payables or other obligations arising in the ordinary course of business that are not more than 90 days past due or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP); (d) all Capital Lease Obligations of such Person; (e) all Indebtedness (as described in the other clauses of this definition) of others secured by a consensual Lien on property owned or acquired by such Person (whether or not the Indebtedness secured thereby has been assumed); (f) all Guarantees by such Person of the Indebtedness (as described in the other clauses of this definition) of any other Person (including, for the avoidance of doubt, any Subsidiary or other Affiliate of such Person or any third party that is not affiliated with such Person); and (g) all Disqualified Capital Stock of such Person.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes” means any Taxes imposed on or with respect to any payment made by or on account of any obligation of any Borrower or Guarantor under any Loan Document, other than Excluded Taxes and Other Taxes.

“Indemnitee” has the meaning specified in Section 11.04.

“Interest Election Request” means a request by a Borrower to convert or continue a Borrowing in accordance with Section 2.05, which, if in writing, shall be substantially in the form of Exhibit C.

“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September and December and, with respect to the Non-Extending Lenders, the Existing Maturity Date and, with respect to the Extending Lenders, the Extended Maturity Date, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of

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such Interest Period and, with respect to the Non-Extending Lenders, the Existing Maturity Date and, with respect to the Extending Lenders, the Extended Maturity Date and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid.

“Interest Period” means, with respect to a Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one week or one, two, three or six months (or, with the consent of each Lender, twelve months) thereafter, as a Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.  For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Borrowing of Revolving Credit Loans, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interpolated Rate” means, at any time, for any Impacted Interest Period, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between:  (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available for the applicable currency) that is shorter than the Impacted Interest Period and (b) the LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is available for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Investment” means, as applied to any Person, any direct or indirect (a) purchase or other acquisition (including pursuant to any merger or consolidation with any Person) of any Capital Stock, evidences of Indebtedness or other securities of any other Person, (b) loan or advance made by such Person to any other Person, (c) Guarantee, assumption or other incurrence of liability by such Person of or for any Indebtedness of any other Person, (d) capital contribution or other investment by such Person in any other Person or (e) purchase or other acquisition (in one transaction or a series of transactions) of any assets of any other Person constituting a business unit.

“ISDA” means the International Swaps and Derivatives Association, Inc.

“Issuing Bank” means each of JPMorgan, Deutsche Bank, ▇▇▇▇▇ Fargo, Toronto Dominion and any other Lender that agrees to issue Letters of Credit hereunder as contemplated by Section 3.01(k), in its capacity as an issuer of Letters of Credit hereunder.  Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

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“Issuing Bank Agreement” has the meaning specified in Section 3.01(k).

“JPMorgan” means JPMorgan Chase Bank, N.A. and its successors.

“Land Rig Sale” means the Disposition of all or a portion of the land drilling business of WIL-Ireland and its Subsidiaries.

“LC Collateral Account” has the meaning specified in Section 3.01(j).

“LC Commitment” means, as to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit pursuant to Section 3.01.  The amount of each Issuing Bank’s LC Commitment, at any time, shall not exceed (i) with respect to the Issuing Banks as of the Amendment No. 3 Effective Date, $75,000,000 and (ii) with respect to any other Issuing Bank, an amount agreed to by such Issuing Bank, in the case of any Issuing Bank described in the preceding clause (i) or clause (ii), as such LC Commitment may be adjusted from time to time in accordance with Section 3.01(i).

“LC Disbursement” means a payment made by any Issuing Bank pursuant to a Letter of Credit.

“LC Expiration Date” has the meaning specified in Section 3.01(c).

“LC Exposure” means, with respect to any Lender at any time, such Lender’s Applicable Percentage of the Total LC Exposure at such time.

“LC Sublimit” means, at any time, an amount equal to the Aggregate Commitments at such time.

“Lead Arrangers” means JPMorgan, ▇▇▇▇▇ Fargo Securities, LLC, Citibank, N.A., Deutsche Bank Securities Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.

“Lender Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“Lenders” means, collectively, the Extending Lenders and Non-Extending Lenders, if applicable, and “Lender” means any Extending Lender or Non-Extending Lender, as the context may require.  Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement.

“Letter of Credit Request” means a request by a Borrower for the issuance, amendment, renewal or extension, as the case may be, of a Letter of Credit in accordance with Section 3.01(b), which shall be substantially in the form of Exhibit F.

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any applicable Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if a LIBO Screen Rate

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shall not be available at such time for such Interest Period (the “Impacted Interest Period”), then the LIBO Rate for such Interest Period shall be the Interpolated Rate.  It is understood and agreed that all of the terms and conditions of this definition of “LIBO Rate” shall be subject to Section 2.11.

“LIBO Screen Rate” means, for any day and time, with respect to any Eurodollar Borrowing for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for Dollars) for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, or any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time selected by the Administrative Agent in its reasonable discretion), provided that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.  When determining the rate for a period which is less than the shortest period for which the LIBO Screen Rate is available, the LIBO Screen Rate for purposes of this definition shall be deemed to be the overnight screen rate where “overnight screen rate” means the overnight rate determined by the Administrative Agent from such service as the Administrative Agent may select.

“Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind, including any conditional sale or other title retention agreement or any lease (excluding, however, any lease that is not a Capital Lease) in the nature thereof (whether voluntary or involuntary and whether imposed or created by operation of law or otherwise); provided that “Lien” shall not include or cover setoff rights and other standard arrangements for netting payment obligations in the settlement of obligations arising under (i) ISDA standard documents or agreements otherwise customary in swap or hedging transactions, (ii) deposit, securities and commodity accounts and (iii) Banking Services.

“Loan” means a Revolving Credit Loan or a Swingline Loan, as the context may require.

“Loan Documents” means, collectively, this Agreement, the Amendment and Restatement Agreement, any Notes issued pursuant to this Agreement, the Guaranty Agreements, the Letters of Credit (and applications therefor), each Increasing Lender Supplement, each Additional Lender Supplement, all instruments, certificates and agreements now or hereafter executed or delivered by any Obligor to the Administrative Agent, any Issuing Bank or any Lender pursuant to or in connection with any of the foregoing, and all amendments, modifications, renewals, extensions, increases and rearrangements of, and substitutions for, any of the foregoing.

“Long-Term Debt” means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

“Material Acquisition” means, with respect to any Reference Group, any acquisition of property permitted hereunder (other than an acquisition of property in the ordinary course of business) involving the payment of consideration by any member of such Reference Group in excess of $20,000,000.

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“Material Adverse Effect” means, relative to any occurrence of whatever nature (including any adverse determination in any litigation, arbitration or governmental investigation or proceeding) and after taking into account actual insurance coverage and effective indemnification with respect to such occurrence, (a) a material adverse effect on the financial condition, business, assets or operations of WIL-Ireland and its Restricted Subsidiaries, taken as a whole, or (b) a material adverse effect on (i) the ability of the Obligors to collectively perform their payment or other material obligations hereunder or under the Notes and other Loan Documents or (ii) the ability of the Administrative Agent or the Lenders to realize the material benefits intended to be provided by the Obligors under the Loan Documents.

“Material Disposition” means, with respect to any Reference Group, any Disposition of property that involves the receipt of consideration by any member of such Reference Group in excess of $20,000,000.

“Material Indebtedness” means (a) the Term Loan Facility, (b) the 364-Day Revolving Credit Facility, (c) Indebtedness (other than the Loans and Letters of Credit) of any one or more of WIL-Ireland and its Restricted Subsidiaries in an aggregate principal amount exceeding $100,000,000 and (d) obligations in respect of one or more Swap Agreements of any one or more of WIL-Ireland and its Restricted Subsidiaries in an aggregate principal amount exceeding $100,000,000.  For purposes of determining Material Indebtedness, the “principal amount” of the obligations of WIL-Ireland or any Restricted Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that WIL-Ireland or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Material Specified Subsidiary” means (a) any Restricted Subsidiary that, together with its own consolidated Restricted Subsidiaries, as of the last day of any Fiscal Quarter ended for which financial statements have been delivered pursuant to Section 7.01(a) or Section 7.01(b) of this Agreement (i) had assets representing more than 2.5% of the Total Specified Asset Value as of such date or (ii) generated more than 2.5% of Consolidated Adjusted EBITDA of the Specified Group for the four consecutive Fiscal Quarter period ending on such date and (b) any Restricted Subsidiary organized in a Specified Jurisdiction that is a primary obligor or provides a Guarantee of any overdraft facility, working capital facility, letter of credit facility or other cash management facility that, if fully utilized, would provide for extensions of credit in an aggregate amount of $20,000,000 or more.

“Material Subsidiary” means (a) each Material Specified Subsidiary and (b) each other Restricted Subsidiary that, together with its own consolidated Restricted Subsidiaries, either (i) has total assets in excess of 5% of the total assets of WIL-Ireland and its consolidated Restricted Subsidiaries or (ii) has gross revenues in excess of 5% of the consolidated gross revenues of WIL-Ireland and its consolidated Restricted Subsidiaries based, in each case, on the most recent audited consolidated financial statements of WIL-Ireland.  Notwithstanding the foregoing, WIL-Delaware and WIL-Bermuda shall be deemed to be Material Subsidiaries.

“Maximum Rate” has the meaning specified in Section 11.14.

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“Moody’s” means ▇▇▇▇▇’▇ Investors Service, Inc., or any successor to the rating agency business thereof.

“Multiemployer Plan” means any plan covered by Title IV of ERISA which is a “multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA).

“Net Cash Proceeds” means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans and loans under the 364-Day Revolving Credit Agreement) secured by such asset or otherwise subject to mandatory prepayment as a result of such event, (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year that are directly attributable to such event (as determined reasonably and in good faith by a Principal Financial Officer of WIL-Ireland) and (iv) the proceeds of business interruption insurance to the extent compensation for lost revenue.

“Net Proceeds” means, with respect to any event, (a) the Net Cash Proceeds with respect to such event, plus (b) the fair market value (determined at the time received) of any non-cash proceeds received by WIL-Ireland and its Restricted Subsidiaries in respect to such event.

“New ▇▇▇▇▇▇▇▇▇▇▇ Parent” has the meaning specified in clause (c) of the definition of the term “Redomestication”.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of each Lender or each affected Lender in accordance with the terms of Section 11.01 and (ii) has been approved by the Required Lenders.

“Non-Extended Commitment” means, with respect to each Non-Extending Lender, the commitment of such Non-Extending Lender to (a) make Loans, (b) acquire participations in Letters of Credit hereunder and (c) acquire participations in Swingline Loans, which commitment will terminate on the Existing Maturity Date (if not terminated earlier in accordance with the terms hereof), in an aggregate principal amount set forth opposite such Non-Extending Lenders name on Schedule 2.01 under the heading “Non-Extended Commitment” or in the Assignment and Assumption pursuant to which such Non-Extending Lender shall have assumed its Non-Extended Commitment, as applicable, as such amount may be (i) reduced from time to time pursuant to Section 2.06 and (ii) reduced or increased from time to time pursuant to assignments by or to such Extending Lender pursuant to Section 4.03 or Section 11.05.

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“Non-Extending Lender” means each Person listed on Schedule 2.01 to the extent such Person has a Non-Extended Commitment and any other Person that accepts an assignment from, and assumes the obligations of, a Non-Extending Lender pursuant to an Assignment and Assumption Agreement, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption Agreement.

“Non-Extending Lender Applicable Rate” means, for any day, with respect to the facility fees payable to any Non-Extending Lender hereunder or with respect to any Eurodollar Revolving Credit Loan or ABR Revolving Credit Loan of any Non-Extending Lender, as the case may be, the applicable rate per annum set forth below under the captions “Facility Fee Rate”, “LIBOR Margin” or “ABR Margin”, as the case may be, based upon the Specified Senior Leverage Ratio as of the most recently ended Fiscal Quarter for which financial statements are available:

If at any time WIL-Ireland fails to deliver the quarterly or annual financial statements or related certificates required under this Agreement on or before the date such statements or certificates are due, Category 4 shall be deemed applicable for the period commencing three Business Days after such required date of delivery and ending on the date which is three Business Days after such statements or certificates are actually delivered, after which the Category shall be determined in accordance with the table above as applicable.

Adjustments, if any, to the Category then in effect shall be effective three Business Days after the Administrative Agent has received the applicable financial statements and related certificates and shall apply until the date immediately preceding the effective date of the next such change.

Until any adjustment becomes effective as provided in the paragraph above upon the Administrative Agent’s receipt of the applicable financial statements for the fiscal quarter ended June 30, 2018, Category 1 will be applicable under this Agreement based on the financial statements and related certificates for the fiscal quarter ended March 31, 2018.

“Non-Extending Lender Revolving Credit Loan” means a Revolving Credit Loan of a Non-Extending Lender.

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“Note” means a Revolving Credit Note or a Swingline Note, as the context may require.

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Obligations” means, collectively, all unpaid principal of and accrued and unpaid interest on the Loans, all obligations with respect to Letters of Credit (including unreimbursed LC Disbursements), all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy, insolvency, administration, examinership, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and liabilities of any of WIL-Ireland and its Subsidiaries to any of the Lenders, the Administrative Agent, the Issuing Banks or any Indemnitee, individually or collectively (whether existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise) arising or incurred under this Agreement or any of the other Loan Documents or otherwise in respect of any of the Loans or any of the Letters of Credit.

“Obligors” means the Obligor Parties and any other Guarantors, and “Obligor” means any of them.

“Obligor Parties” means the Borrowers and WIL-Ireland, and “Obligor Party” means any of them.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Debt Agreement” means any agreement, instrument or other document governing any Indebtedness for borrowed money of any Obligor (other than intercompany Indebtedness).

“Other Subsidiaries Group” means, collectively, all of the Restricted Subsidiaries of WIL-Ireland that are not Specified Group Members.

“Other Subsidiaries Group Member” means any member of the Other Subsidiaries Group.

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“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies, other than Excluded Taxes, arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement, but only to the extent that any of the foregoing is imposed by (i) Bermuda, Switzerland, the United States or any other jurisdiction in which any Borrower is organized or is resident for tax purposes or any other jurisdiction in which WIL-Bermuda is Redomesticated or is resident for tax purposes with respect to a Foreign Lender, or (ii) Bermuda, Switzerland, or any other jurisdiction in which any Borrower is organized or is resident for tax purposes or any other jurisdiction (other than the United States) in which WIL-Bermuda is Redomesticated or is resident for tax purposes with respect to a Lender which is not a Foreign Lender.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.—managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“Participant” has the meaning specified in Section 11.05(c).

“Participant Certificate” means a certificate executed by a Participant, substantially in the form of Exhibit J.

“Participant Register” has the meaning specified in Section 11.05(c).

“PATRIOT Act” has the meaning specified in Section 11.18.

“Paying Borrower” has the meaning specified in Section 2.14.

“Payment in Full” means the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents (other than contingent indemnification obligations as to which no claim has been received by any Obligor) shall have been paid in full in cash and all Letters of Credit (other than Letters of Credit with respect to which other arrangements satisfactory to each applicable Issuing Bank have been made) shall have expired or terminated, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed in full in cash.

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Performance Standby Letter of Credit” means a standby Letter of Credit under which the beneficiary is entitled to draw thereon in the event that the account party (or the Person or Persons on whose behalf such Letter of Credit was issued) fails to perform a nonfinancial contractual obligation.  By way of example, a Performance Standby Letter of Credit includes (a) a standby Letter of Credit issued to secure (i) performance obligations in connection with the provision of ▇▇▇▇▇▇▇▇▇▇▇ Customer Services (including ▇▇▇▇▇▇▇▇▇▇▇ Customer Services about to

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be commenced) or (ii) performance obligations in connection with bids for prospective projects involving ▇▇▇▇▇▇▇▇▇▇▇ Customer Services, (b) a standby Letter of Credit issued to back a bank guarantee, surety bond, performance bond, customs bond, advance payment bond, or other similar instrument issued to secure the obligation to perform ▇▇▇▇▇▇▇▇▇▇▇ Customer Services and (c) each Existing Letter of Credit that is identified as a “Performance Letter of Credit” in Schedule 3.01.

“Performance Standby LC Participation Fee Rate” means, for any day, (a) with respect to any Non-Extending Lender, a per annum rate equal to 50% of the applicable “LIBOR Margin” set forth in the definition of the term “Non-Extending Lender Applicable Rate”, based upon the Specified Senior Leverage Ratio as of the most recently ended Fiscal Quarter for which financial statements are available and (b) with respect to any Extending Lender, a per annum rate equal to 50% of the applicable “LIBOR Margin” set forth in the definition of “Extending Lender Applicable Rate”, based upon the Specified Senior Leverage Ratio as of the most recently ended Fiscal Quarter for which financial statements are available.

“Permitted Acquisition” means any Acquisition (other than a Hostile Acquisition) by WIL-Ireland or a Restricted Subsidiary if (a) at the time of and immediately after giving effect thereto, (i) no Default has occurred and is continuing or would result therefrom, (ii) WIL-Ireland and its Restricted Subsidiaries are in compliance with Section 8.03 and (iii) WIL-Ireland is in compliance, on a pro forma basis, with the Financial Covenants recomputed as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements are available, as if such Acquisition (and any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the applicable Testing Period in accordance with its terms) had occurred on the first day of the applicable Testing Period and, if the aggregate consideration paid in respect of such Acquisition exceeds $50,000,000, WIL-Ireland shall have delivered to the Administrative Agent a certificate of a Principal Financial Officer to such effect, together with all relevant financial information, statements and projections reasonably requested by the Administrative Agent, (b) all actions required to be taken with respect to such acquired or newly formed Subsidiary under Section 7.08 shall have been taken or will be taken within the time periods set forth therein, (c) if such Acquisition involves a merger, consolidation or amalgamation of WIL-Ireland or a Restricted Subsidiary with any other Person, such Acquisition is permitted under Section 8.02, and (d) the aggregate consideration paid in respect of such Acquisition, when taken together with the aggregate consideration paid in respect of all other Acquisitions consummated since the Effective Date, does not exceed (i) with respect to Acquisitions consummated by any of the Other Subsidiaries Group Members, $100,000,000, and (ii) with respect to Acquisitions consummated by WIL-Ireland and any of the Specified Group Members, the Permitted Acquisitions Basket at the time of such Acquisition.

“Permitted Acquisitions Basket” means, at any date of determination, an amount equal to the sum of (a) $200,000,000 plus (b) if such date is on or after the first anniversary of the Effective Date, $200,000,000 plus (c) if such date is on or after the second anniversary of the Effective Date, $200,000,000, plus (d) the amount of net cash proceeds from issuances of Capital Stock (other than Disqualified Capital Stock) by WIL-Ireland to the extent such net cash proceeds are used to pay consideration in respect of Acquisitions.

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“Permitted Bond Hedge Transaction” means any call or capped call option (or substantively equivalent derivative transaction) on the ordinary shares of WIL-Ireland purchased by WIL-Ireland or any of its Subsidiaries in connection with any Convertible Indebtedness; provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by WIL-Ireland or any of its Subsidiaries from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by WIL-Ireland or any of its Subsidiaries from the sale of the Convertible Indebtedness issued in connection with such Permitted Bond Hedge Transaction.

“Permitted Customer Notes Disposition” means the Disposition (including the sale of a participation) by any Restricted Subsidiary that is organized in a jurisdiction other than a Specified Jurisdiction to a third party of (or in) any Receivables that were originated by such Restricted Subsidiary in the ordinary course of business and have been converted, exchanged or novated into one or more promissory notes or similar instruments.

“Permitted Existing Indebtedness” means (i) the Indebtedness of WIL-Ireland and its Restricted Subsidiaries (other than Indebtedness of the type described in Section 8.01(m)) existing as of the Effective Date and identified on Schedule 8.01 and (ii) the Existing Senior Notes.

“Permitted Factoring Customers” means the Persons identified to the Administrative Agent in writing on or prior to the Effective Date, as such Persons may be updated from time to time by WIL-Ireland with the approval of the Administrative Agent.

“Permitted Factoring Transaction Documents” means each of the documents and agreements entered into in connection with any Permitted Factoring Transaction.

“Permitted Factoring Transactions” means receivables purchase facilities and factoring transactions entered into by WIL-Ireland or any Restricted Subsidiary with respect to Receivables originated by WIL-Ireland or such Restricted Subsidiary in the ordinary course of business and owing by one or more Permitted Factoring Customers, which receivables purchase facilities and factoring transaction give rise to Attributable Receivables Amounts that are non-recourse to WIL-Ireland and its Restricted Subsidiaries other than limited recourse customary for receivables purchase facilities and factoring transactions of the same kind, provided that (i) the aggregate face amount of all receivables sold or transferred pursuant to Permitted Factoring Transactions shall not exceed $400,000,000 in any Fiscal Year and (ii) the aggregate face amount of all receivables sold or transferred pursuant to Permitted Factoring Transactions shall not exceed $100,000,000 during any Fiscal Quarter.

“Permitted Liens” means, without duplication:

(a)           Liens for Taxes or unpaid utilities (i) not yet delinquent or which can thereafter be paid without penalty, (ii) which are being contested in good faith by appropriate proceedings (provided that, with respect to Taxes referenced in this clause (ii), adequate reserves with respect thereto are maintained on the books of WIL-Ireland or its Subsidiaries, to the extent required by GAAP) or (iii) imposed by any foreign Governmental Authority and attaching solely to assets with a fair market value not in excess of $50,000,000 in the aggregate at any one time;

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(b)           carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been made to the extent required by GAAP;

(c)           pledges or deposits made in compliance with, or deemed trusts arising in connection with, workers’ compensation, unemployment insurance, old age benefits, pension, employment or other social security laws or regulations;

(d)           easements, rights-of-way, use restrictions, minor defects or irregularities in title, reservations (including reservations in any original grant from any government of any land or interests therein and statutory exceptions to title) and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of WIL-Ireland or any of its Restricted Subsidiaries;

(e)           judgment and attachment Liens not giving rise to an Event of Default or Liens created by or existing from any litigation or legal proceeding that are currently being contested in good faith by appropriate proceedings, promptly instituted and diligently conducted, and for which adequate reserves have been made to the extent required by GAAP;

(f)            Liens on the assets (and related insurance proceeds) of any entity or asset (and related insurance proceeds) existing at the time such asset or entity is acquired by WIL-Ireland or any of its Restricted Subsidiaries, whether by merger, amalgamation, consolidation, purchase of assets or otherwise; provided that (i) such Liens are not created, incurred or assumed by such entity in contemplation of such entity’s being acquired by WIL-Ireland or any of its Restricted Subsidiaries, (ii) such Liens do not extend to any other assets of WIL-Ireland or any of its Restricted Subsidiaries and (iii) the Indebtedness secured by such Liens is permitted pursuant to this Agreement;

(g)           Liens on fixed or capital assets acquired, constructed or improved by WIL-Ireland or any Restricted Subsidiary; provided that (i) such Liens secure Indebtedness permitted by Section 8.01(m), (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not at any time encumber any property (other than proceeds from associated insurances and proceeds of, improvements, accessions and upgrades to, and related contracts, intangibles and other assets incidental to or arising from, the property so acquired, constructed or improved) other than the property financed by such Indebtedness;

(h)           (i) Liens incurred to secure the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a like nature incurred in the ordinary course of business; provided that no Liens incurred under this sub-clause (i) shall secure obligations for the payment of borrowed money, and (ii) Liens solely on cash and Cash Equivalents not to exceed $50,000,000

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at any one time securing letters of credit, letter of credit facilities, bank guaranties, bank guarantee facilities or similar instruments or facilities supporting the obligations described in the preceding sub-clause (i);

(i)           leases or subleases granted to others not interfering in any material respect with the business of WIL-Ireland or any of its Restricted Subsidiaries;

(j)            Liens to secure obligations arising from statutory or regulatory requirements;

(k)           any interest or title of a lessor in property (and proceeds (including proceeds from insurance) of, and improvements, accessions and upgrades to, such property) subject to any Capital Lease Obligation or operating lease which obligation or lease, in each case, is permitted under this Agreement;

(l)            Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of WIL-Ireland or any of its Restricted Subsidiaries on deposit with or in possession of such bank;

(m)          Liens on the cash deposited in an Acceptable Deposit Account pursuant to the definition of “Extended Maturity Date”;

(n)           Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits or escrow arrangements made by WIL-Ireland or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement relating to any acquisition of property permitted hereunder; and

(o)           extensions, renewals and replacements of any Lien permitted by any of the preceding clauses, so long as (i) the principal amount of any debt secured thereby is not increased (other than to the extent of any amounts incurred to pay costs of any such extension, renewal or replacement) and (ii) such Lien does not extend to any additional assets (other than improvements and accessions to, and replacements of, the assets originally subject to such Lien).

“Permitted Refinancing Indebtedness” means Indebtedness (for purposes of this definition, “New Indebtedness”) incurred in exchange for, or the proceeds of which are used to extend, refinance, replace, defease, discharge, refund or otherwise retire for value any other Indebtedness (for purposes of this definition, the “Refinanced Indebtedness”), provided that (a) the aggregate principal amount (or accreted value, in the case of Indebtedness issued with original issue discount) of the New Indebtedness (including undrawn or available committed amounts) does not exceed the sum of (i) the aggregate principal amount (or accreted value, in the case of Indebtedness issued with original issue discount) then outstanding of the Refinanced Indebtedness (including undrawn or available committed amounts) plus (ii) an amount necessary to pay all accrued (including, for purposes of defeasance, future accrued) and unpaid interest on the Refinanced Indebtedness and any fees, premiums and expenses related to such exchange or refinancing; (b) the New Indebtedness has a stated maturity that is no earlier than the stated maturity date of the Refinanced Indebtedness; (c) the New Indebtedness has a Weighted Average Life to Maturity that is no shorter than the Weighted Average Life to Maturity of the Refinanced Indebtedness; (d) the New Indebtedness is not incurred or Guaranteed by any Person that was not an obligor on the Refinanced Indebtedness; provided that (i) in the event that the Refinanced Indebtedness is of the type described in Section 8.01(b), the New Indebtedness may be

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Guaranteed by any Obligor and (ii) in the event that the Refinanced Indebtedness is of the type described in clause (i) of the definition of “Permitted Existing Indebtedness”, the New Indebtedness may be incurred or Guaranteed by WIL-Ireland, WIL-Bermuda, WIL-Delaware or any Other Subsidiaries Group Member; and (e) if the Refinanced Indebtedness is subordinated in right of payment to the Obligations, the New Indebtedness is subordinated in right of payment to the Obligations to at least the same extent as the Refinanced Indebtedness.

“Permitted Warrant Transaction” means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on WIL-Ireland’s ordinary shares sold by WIL-Ireland substantially concurrently with any purchase by WIL-Ireland or any of its Subsidiaries of a related Permitted Bond Hedge Transaction.

“Person” means any individual, corporation, company, limited or general partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or other entity, or any Governmental Authority.

“Plan” means an employee pension benefit plan, as defined in Section 3(2) of ERISA, which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code or Section 302 of ERISA and at any time within the preceding six years has been (a) sponsored, maintained or contributed to by WIL-Ireland, any Borrower or any ERISA Affiliate for employees of WIL-Ireland, any Borrower or any ERISA Affiliate or (b) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which WIL-Ireland, any Borrower or any ERISA Affiliate is or was then making or accruing an obligation to make contributions.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by the JPMorgan (for so long as it is the Administrative Agent) or any successor administrative agent pursuant to Article X hereto as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced by the such Person as being effective.

“Principal Financial Officer” means, with respect to any Obligor Party, any director, any manager, the chief financial officer, the treasurer or the principal accounting officer of such Obligor Party.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Receivables” means any right to payment of WIL-Ireland or any Restricted Subsidiary created by or arising from sales of goods, leases of goods or the rendition of services rendered no matter how evidenced whether or not earned by performance (whether constituting accounts, general intangibles, chattel paper or otherwise).

“Receivables Related Security” means all contracts, contract rights, guarantees and other obligations related to Receivables, all proceeds and collections of Receivables and all other

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assets and security of a type that are customarily sold or transferred in connection with receivables purchase facilities and factoring transactions of a type that could constitute Permitted Factoring Transactions.

“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

“Redemption” means, with respect to any Indebtedness, the redemption, purchase, defeasance, prepayment or other acquisition or retirement for value of such Indebtedness.  The term “Redeem” has a meaning correlative thereto.

“Redomestication” means:

(a)           any amalgamation, merger, plan or scheme of arrangement, exchange offer, business combination, reincorporation, reorganization, consolidation or similar action of the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company with or into any other person (as such term is used in Section 13(d) of the Exchange Act), or of any other person (as such term is used in Section 13(d) of the Exchange Act) with or into the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company, or the sale, distribution or other disposition (other than by lease) of all or substantially all of the properties or assets of the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company and its Subsidiaries taken as a whole to any other person (as such term is used in Section 13(d) of the Exchange Act);

(b)           any continuation, discontinuation, domestication, redomestication, amalgamation, merger, plan or scheme of arrangement, exchange offer, business combination, reincorporation, reorganization consolidation or similar action of the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company, pursuant to the law of the jurisdiction of its organization and of any other jurisdiction; or

(c)           the formation of a Person that becomes, as part of the transaction or series of related transactions, the direct or indirect owner of 100% of the voting shares of the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company (the “New ▇▇▇▇▇▇▇▇▇▇▇ Parent”);

if, as a result thereof:

(x)           in the case of any action specified in clause (a), the entity that is the surviving, resulting or continuing Person in such amalgamation, merger, plan or scheme of arrangement, exchange offer, business combination, reincorporation, reorganization, consolidation or similar action, or the transferee in such sale, distribution or other disposition;

(y)           in the case of any action specified in clause (b), the entity that constituted the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company immediately prior thereto (but disregarding for this purpose any change in its jurisdiction of organization); or

(z)           in the case of any action specified in clause (c), the New ▇▇▇▇▇▇▇▇▇▇▇ Parent,

(in any such case the “Surviving Person”) is a corporation or other entity, validly incorporated or formed and existing in good standing (to the extent the concept of good standing is applicable) (1) under the laws of the State of Delaware or another State of the United States, the United Kingdom, Switzerland or The Kingdom of the Netherlands, (2) under the laws of any other

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member country of the European Union (but only to the extent that (x) each Lender can legally do business with, and receive Guarantees (and payments in respect thereof) from, an entity organized in such member country and (y) doing business with and receiving Guarantees (and payments in respect thereof) from such entity would not result in any material adverse tax, regulatory or legal consequences to any Lender) or (3) with the consent of all of the Lenders (such consent not to be unreasonably withheld), under the laws of any other jurisdiction; provided that (I) each class of Capital Stock of the Surviving Person issued and outstanding immediately following such action, and giving effect thereto, shall be beneficially owned by substantially the same Persons, in substantially the same percentages, as was the Capital Stock of the entity constituting the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company immediately prior thereto (provided that in no event shall a Change of Control (disregarding the phrase “except as a result of a Redomestication” contained in clause (a)(i) of the definition of “Change of Control” for these purposes) result from any of the actions specified in clauses (a) through (c) above) and (II) the Surviving Person shall have delivered to the Administrative Agent:

(i)            a certificate to the effect that, both before and after giving effect to such transaction, no Default or Event of Default exists;

(ii)           an opinion, reasonably satisfactory in form, scope and substance to the Administrative Agent, of counsel reasonably satisfactory to the Administrative Agent, addressing such matters in connection with the Redomestication as the Administrative Agent or any Lender may reasonably request;

(iii)          if applicable, the documents required by Section 8.02(b); and

(iv)          if the Surviving Person is the New ▇▇▇▇▇▇▇▇▇▇▇ Parent, (A) an instrument whereby such Person unconditionally guarantees the Obligations for the benefit of the Credit Parties and (B) an instrument whereby such Person becomes a party to this Agreement and assumes all rights and obligations hereunder of the entity constituting the ▇▇▇▇▇▇▇▇▇▇▇ Parent Company immediately prior to the transactions described above, in each case in form and substance reasonably satisfactory to the Administrative Agent.

“Reference Group” means the Specified Group, the WIL-Ireland Group or the Other Subsidiaries Group, as applicable.

“Register” has the meaning specified in Section 11.05(b)(iv).

“Regulation D” means Regulation D of the Board (respecting reserve requirements), as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

“Regulation T” means Regulation T of the Board (respecting eligible securities and margin requirements), as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

“Regulation U” means Regulation U of the Board (respecting margin credit extended by banks), as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

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“Regulation X” means Regulation X of the Board (respecting borrowers who obtain margin credit), as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Required Lenders” means, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing more than fifty percent (50%) of the sum of the Total Revolving Credit Exposure and unused Commitments at such time; provided that the Revolving Credit Exposure of, and unused Commitment of, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Requirement of Law” means, as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” means, with respect to any Obligor, any director, any manager, the president, the chief financial officer, the treasurer, the principal accounting officer or any vice president with responsibility for financial or accounting matters of such Obligor, or an individual specifically authorized by the Board of Directors of such Obligor to sign on behalf of such Obligor.

“Restricted Obligations” has the meaning specified in Section 4.04(a).

“Restricted Payment” means (a) any dividend or other distribution (whether in cash, securities or other property) on account of any Capital Stock of WIL-Ireland or any Restricted Subsidiary, (b) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Capital Stock of WIL-Ireland or any Restricted Subsidiary, (c) any voluntary Redemption of any Indebtedness prior to the stated maturity thereof or (d) any payment in violation of any subordination terms of any Indebtedness.

“Restricted Payment Basket” means, at any time, an amount equal to 50% of the cumulative amount of Excess Cash Flow of WIL-Ireland and its Restricted Subsidiaries for each Fiscal Quarter ending on or after the Effective Date and prior to such time (taken as one accounting period), commencing with the Fiscal Quarter ending June 30, 2016.

“Restricted Subsidiary” means any Subsidiary of WIL-Ireland that is not an Unrestricted Subsidiary.  For the avoidance of doubt, each Borrower and each Guarantor (other than WIL-Ireland) shall be a Restricted Subsidiary.

“Restrictive Agreement” means any agreement or other arrangement that prohibits, limits, restricts or imposes any condition upon (a) the ability of any Obligor or any Specified Group Member to create, incur or permit to exist any Lien upon any of its property or assets (i) in favor of the Administrative Agent and the Lenders to secure any of the Guaranteed

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Obligations, (ii) in favor of the Term Loan Agent and the Term Loan Secured Parties to secure any of the Term Loan Obligations or (iii) in favor of the 364-Day Revolving Credit Collateral Agent and the 364-Day Revolving Credit Secured Parties to secure any of the 364-Day Revolving Credit Obligations or (b) the ability of any Specified Group Member to pay any dividends or other distributions with respect to its Capital Stock to, or to make or repay any loans or advances to, or to Dispose of any assets to, any Obligor or any other Specified Group Member that is located in a Specified Jurisdiction, or, in each case, which requires the consent of any other Person in connection therewith.

“Revaluation Date” means each of the following:  (a) each date of a renewal or extension of a Letter of Credit denominated in an Alternative Currency, (b) on the first Business Day of each calendar month, and (c) such additional dates as the Administrative Agent shall reasonably determine or the Required Lenders shall reasonably require as a result of fluctuations in the relevant currency exchange rates or the occurrence and continuation of an Event of Default.

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of (a) the outstanding principal amount of such Lender’s Revolving Credit Loans at such time plus (b) such Lender’s LC Exposure at such time plus (c) such Lender’s Swingline Exposure at such time.

“Revolving Credit Loan” has the meaning specified in Section 2.01(a) and shall include each portion thereof comprised of Extending Lender Revolving Credit Loans and Non-Extending Lender Revolving Credit Loans.

“Revolving Credit Note” means a promissory note made by the Borrowers in favor of a Lender evidencing the Revolving Credit Loans made by such Lender, substantially in the form of Exhibit D-1.

“S&P” means Standard & Poor’s Ratings Group, a division of ▇▇▇▇▇▇-▇▇▇▇, Inc., or any successor to the ratings agency business thereof.

“Sale Related Commitment Reduction Date” means (a) with respect to a Specified Asset Sale that is the Land Rig Sale, immediately upon the receipt of Net Cash Proceeds by WIL-Ireland or any of its Restricted Subsidiaries or (b) with respect to any other Specified Asset Sale, the tenth Business Day after the last day of the month during which such Specified Asset Sale was consummated.

“Sanctioned Country” means, at any time, a country, region or territory which is the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, the Hong Kong Monetary Authority, Her Majesty’s Treasury of the United Kingdom, the Australian Department of Foreign Affairs and Trade or any other relevant sanctions authority, (b) any Person operating, organized

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or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or (b) the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom, any European Union member state, the Hong Kong Monetary Authority, the Australian Commonwealth Government or any other relevant sanctions authority.

“SEC” means the United States Securities and Exchange Commission, or any governmental authority succeeding to the functions of said Commission.

“Solvent” means, in reference to any Person as of any date, (i) the fair value of the assets of such Person, at a fair valuation, will, as of such date, exceed its debts and liabilities (subordinated, contingent or otherwise); (ii) the present fair saleable value of the property of such Person will, as of such date, be greater than the amount that will be required to pay the probable liability of its debts and other liabilities (subordinated, contingent or otherwise), as such debts and other liabilities become absolute and matured; (iii) such Person will, as of such date, be able to pay its debts and liabilities (subordinated, contingent or otherwise), as such debts and liabilities become absolute and matured; and (iv) such Person will not, as of such date, have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted after the Effective Date.

“Specified Asset Coverage Ratio” means, as of any date of determination, the ratio of (a) Total Specified Asset Value as of such date to (b) Specified Senior Indebtedness as of such date.

“Specified Asset Sale” means any Disposition of assets by WIL-Ireland or any Restricted Subsidiary (including any Designated Joint Venture Investment) other than (a) involuntary dispositions as a result of casualty or condemnation events (so long as, in the case of casualty or condemnation of property that is Term Loan Collateral and has a net book value in excess of $20,000,000, the Net Cash Proceeds received by WIL-Ireland and its Restricted Subsidiaries in connection therewith are reinvested, (i) with respect to the first $100,000,000 of such Net Cash Proceeds received by WIL-Ireland and its Restricted Subsidiaries over the term of this Agreement, in assets useful to the business of WIL-Ireland and the Restricted Subsidiaries and (ii) thereafter, in additional Term Loan Collateral, in each case, within 180 days following the receipt of such Net Cash Proceeds) and (b)  Dispositions to the extent permitted by Sections 8.05(a), 8.05(b), 8.05(c), 8.05(e), 8.05(f) (other than Designated Joint Venture Investments), 8.05(g), 8.05(i), 8.05(k), 8.05(l), 8.05(m) and 8.05(n).

“Specified Consolidated Adjusted EBITDA” means, with respect to any period, the Consolidated Adjusted EBITDA of the Specified Group for such period, adjusted as necessary to exclude amounts attributable to WIL-Bermuda and WIL-Delaware.

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“Specified Event of Default” means an Event of Default pursuant to clauses (a), (c) (but only as a result of a breach of a Financial Covenant), (f), (g), (h), (i), (j), (k) or (l) of Section 9.01.

“Specified Group” mean, collectively, the Specified Obligors and their Restricted Subsidiaries.

“Specified Group Member” means any member of the Specified Group.

“Specified Jurisdiction” means the United States of America (or any state thereof), Canada (or any province or territory thereof), the United Kingdom, Ireland, Switzerland, Luxembourg, Bermuda, the British Virgin Islands, the Netherlands, Argentina, Australia, Norway, Hungary, Panama and certain other jurisdictions to be identified from time to time by the Administrative Agent in accordance with Section 7.08(b).  In no event shall any Excluded Jurisdiction be or become a Specified Jurisdiction.

“Specified Letter of Credit” means any standby letter of credit, bank guaranty or similar instrument that (a) has been issued for the account of any Specified Group Member or (b) with respect to which any Specified Group Member is otherwise required to reimburse the issuing institution for any amounts drawn on such letter or credit or otherwise provide any guarantee with respect to such letter of credit.

“Specified Leverage and LC Ratio” means, as of the last day of any Fiscal Quarter, the ratio of (a) the sum of (i) Specified Senior Indebtedness as of such date, plus (ii) the aggregate undrawn amount of all Specified Letters of Credit as of such date, less (iii) the aggregate amount of all Cash Collateralized LC Exposure in respect of all Specified Letters of Credit as of such date to (b) Specified Consolidated Adjusted EBITDA for the Testing Period ending on such date.

“Specified Obligor” means any Obligor other than WIL-Ireland, WIL-Bermuda and WIL-Delaware.

“Specified Senior Indebtedness” means, as of any date of determination, the aggregate principal amount of all Funded Indebtedness (which for purposes of Section 8.01(j) only, shall also include Indebtedness of the type described in clause (c) of the definition of Indebtedness) of the Specified Group as of such date, other than Funded Indebtedness of WIL-Bermuda and WIL-Delaware (but, for the avoidance of doubt, including any Funded Indebtedness consisting of Guarantees by Specified Group Members (other than WIL-Bermuda and WIL-Delaware) of Funded Indebtedness of WIL-Bermuda and WIL-Delaware).

“Specified Senior Leverage Ratio” means, as of the last day of any Fiscal Quarter, the ratio of (a) Specified Senior Indebtedness as of such date to (b) Specified Consolidated Adjusted EBITDA for the Testing Period ending on such date.

“Specified Swap Obligation” means, with respect to any Obligor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder.

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“Stated Cash Collateralization Date” means October 17, 2019.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board).  Such reserve percentages shall include those imposed pursuant to such Regulation D of the Board.  Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D of the Board or any comparable regulation.  The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subordinated” means with respect to any Indebtedness or Guarantee of Indebtedness, that such Indebtedness or Guarantee is contractually subordinated to the Obligations on terms acceptable to the Administrative Agent after taking into consideration such factors as the Administrative Agent may deem relevant to such determination.

“Subordinated Indebtedness” means any Indebtedness that is Subordinated.

“Subsidiary” of a Person means (a) a company or corporation a majority of whose Voting Stock is at the time, directly or indirectly, owned by such Person, by one or more subsidiaries of such Person or by such Person and one or more subsidiaries of such Person, (b) a partnership in which such Person or one or more subsidiaries of such Person is, at the date of determination, a general partner or (c) any other Person (other than a corporation or partnership) in which such Person, directly or indirectly, at the date of determination thereof, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.  Unless the context otherwise clearly requires, references in this Agreement to a “Subsidiary” or the “Subsidiaries” refer to a Subsidiary or the Subsidiaries of WIL-Ireland.

“Surviving Person” has the meaning specified in the definition of “Redomestication”.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of WIL-Ireland or its Subsidiaries shall be a Swap Agreement. Notwithstanding anything to the contrary set forth herein, Angolan Bond Investments shall be deemed to be Swap Agreements.

“Swap Obligations” means any and all obligations of WIL-Ireland or any Restricted Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and

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substitutions therefor), under (a) any and all Swap Agreements permitted hereunder with a Lender or an Affiliate of a Lender, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any such Swap Agreement transaction.

“Swingline Borrowing” means a borrowing of a Swingline Loan pursuant to Section 2.03.

“Swingline Borrowing Request” means a request by a Borrower for a Swingline Loan in accordance with Section 2.03(b), which, if in writing, shall be substantially in the form of Exhibit B-2.

“Swingline Exposure” means, with respect to any Lender at any time, such Lender’s Applicable Percentage of the aggregate principal amount of all Swingline Loans outstanding at such time.

“Swingline Lender” means JPMorgan, in its capacity as a provider of Swingline Loans, or any additional or successor Swingline Lender hereunder.

“Swingline Loan” has the meaning specified in Section 2.03(a).

“Swingline Note” means a promissory note made by the Borrowers in favor of a Swingline Lender evidencing the Swingline Loans made by such Swingline Lender, substantially in the form of Exhibit D-2.

“Swingline Sublimit” means, with respect to each Swingline Lender at any time, an amount equal to the lesser of (i) $50,000,000 and (ii) the Aggregate Commitments at such time.  The Swingline Sublimit of each Swingline Lender is part of, and not in addition to, the Aggregate Commitments at any time.

“Swiss Borrower” means any Borrower organized under the laws of Switzerland or, if different, deemed resident in Switzerland for Swiss Withholding Tax purposes.

“Swiss Guarantor” means any Guarantor organized under the laws of Switzerland or, if different, deemed resident in Switzerland for Swiss Withholding Tax purposes.

“Swiss Guidelines” means, together, the guidelines S-02.122.1 in relation to bonds of April 1999 as issued by the Swiss Federal Tax Administration (Merkblatt S-02.122.1 vom April 1999 betreffend “Obligationen”), S-02.123 in relation to interbank transactions of 22 September 1986 as issued by the Swiss Federal Tax Administration (Merkblatt S-02.123 vom 22 September 1986 betreffend Zinsen von Bankguthaben, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ sind (Interbankguthaben)), S-02.128 in relation to syndicated credit facilities of January 2000 (Merkblatt S-02.128 vom Januar 2000 “Steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen”), S-02.130.1 in relation to money market instruments and book claims of April 1999 (Merkblatt S-02.130.1 vom April 1999 “Geldmarktpapiere und Buchforderungen inländischer Schuldner”), the circular letter No. 15 (1-015-DVS-2007) of 7 February 2007 in relation to bonds and derivative financial instruments as subject matter of taxation of Swiss federal income tax, Swiss withholding tax and Swiss stamp taxes (Kreisschreiben Nr. 15 “Obligationen und derivative Finanzinstrumente als Gegenstand der direkten Bundessteuer, der

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Verrechnungssteuer und der Stempelabgaben” vom 7. Februar 2007) and the circular letter No. 34 of 26 July 2011 (1-034-V-2011) in relation to customer credit balances (Kreisschreiben Nr. 34 “Kundenguthaben” vom 26. Juli 2011) as issued, and as amended or replaced from time to time by the Swiss Federal Tax Administration, or as applied in accordance with a tax ruling (if any) issued by the Swiss Federal Tax Administration, or as substituted or superseded and overruled by any law, statute, ordinance, regulation, court decision or the like as in force from time to time.

“Swiss Obligor” means a Swiss Borrower or a Swiss Guarantor.

“Swiss Qualifying Lender” means (i) a bank as defined in the Swiss Federal Code for Banks and Savings Banks dated 8 November 1934 (Bundesgesetz über die Banken und Sparkassen) as amended from time to time or (ii) a person or entity which effectively conducts banking activities with its own infrastructure and staff as its principal business purpose and which has a banking license in full force and effect issued in accordance with the banking laws in force in its jurisdiction of incorporation, or if acting through a branch, issued in accordance with the banking laws in the jurisdiction of such branch, all and in each case in accordance with the Swiss Guidelines.

“Swiss Non-Bank Rules” means together the Swiss Twenty Non-Bank Rule and the Swiss Ten Non-Bank Rule.

“Swiss Non-Qualifying Lender” means a person which does not qualify as a Swiss Qualifying Lender.

“Swiss Ten Non-Bank Rule” means the rule that the aggregate number of Lenders other than Swiss Qualifying Lenders of a Swiss Borrower under this Agreement must not at any time exceed ten (10); in each case in accordance with the meaning of the Swiss Guidelines or the applicable legislation or explanatory notes addressing the same issues that are in force at such time.

“Swiss Twenty Non-Bank Rule” means the rule that the aggregate number of creditors other than Swiss Qualifying Lenders of a Swiss Borrower under all its outstanding debts relevant for the classification as debentures (Kassenobligation) (within the meaning of the Swiss Guidelines), including any Loans under this Agreement to a Swiss Borrower, must not at any time exceed twenty (20), in each case in accordance with the meaning of the Swiss Guidelines or the applicable legislation or explanatory notes addressing the same issues that are in force at such time.

“Swiss Withholding Tax” means any Taxes levied pursuant to the Swiss Federal Act on Withholding Tax (Bundesgesetz über die Verrechnungssteuer vom 13. Oktober 1965, SR 642.21), as amended from time to time.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding) imposed by any Governmental Authority.

“Term Loan Agent” means JPMorgan, in its capacity as administrative agent under the Term Loan Agreement or any successor or substitute administrative agent thereunder.

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“Term Loan Agreement” means that certain Term Loan Agreement, dated as of the date hereof, by and among WIL-Bermuda, the lenders from time to time party thereto and JPMorgan, as administrative agent.

“Term Loans” means the Loans (as defined in the Term Loan Agreement).

“Term Loan Collateral” means the Collateral (as defined in the Term Loan Agreement).

“Term Loan Documents” means the Loan Documents (as defined in the Term Loan Agreement).

“Term Loan Facility” means the senior secured term loan facility provided pursuant to the Term Loan Agreement and the other Term Loan Documents.

“Term Loan Maturity Date” means the Maturity Date (as defined in the Term Loan Agreement).

“Term Loan Obligations” means the Secured Obligations (as defined in the Term Loan Agreement).

“Term Loan Secured Parties” means the Secured Parties (as defined in the Term Loan Agreement).

“Testing Period” means any period of four consecutive Fiscal Quarters (whether or not such quarters are all within the same Fiscal Year).

“Toronto Dominion” means The Toronto Dominion Bank, New York Branch.

“Total LC Exposure” means, at any time, the sum of (a) the Dollar Equivalent of the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the Dollar Equivalent of the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time.

“Total Leverage Ratio” means, as of the last day of any Fiscal Quarter, the ratio of (a) the aggregate principal amount of Funded Indebtedness of the WIL-Ireland Group as of such date to (b) the Consolidated Adjusted EBITDA of the WIL-Ireland Group for the Testing Period ending on such date.

“Total Revolving Credit Exposure” means at any time, the sum of (a) the aggregate outstanding principal amount of all Revolving Credit Loans at such time plus (b) the Total LC Exposure at such time plus (c) the aggregate outstanding principal amount of all Swingline Loans at such time.

“Total Specified Asset Value” means, as of any date of determination, the book value of all assets of the Specified Group on a consolidated basis as of such date, adjusted as necessary to exclude amounts attributable to WIL-Bermuda and WIL-Delaware.

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“Transactions” means the transactions contemplated by the Amendment and Restatement Agreement, the Loan Documents, the Term Loan Documents and the 364-Day Revolving Credit Documents.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“Unrestricted Subsidiary” means (a) any Subsidiary which WIL-Ireland has designated in writing to the Administrative Agent to be an Unrestricted Subsidiary pursuant to Section 7.09 and (b) any direct or indirect Subsidiary of any Subsidiary described in clause (a), in each case that meets the following requirements:

(i)            such Subsidiary shall have no Indebtedness with recourse to WIL-Ireland or any Restricted Subsidiary;

(ii)           such Subsidiary is not party to any agreement, contract, arrangement or understanding with WIL-Ireland or any Restricted Subsidiary that violates Section 8.10;

(iii)          such Subsidiary is a Person with respect to which neither WIL-Ireland nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Capital Stock of such Person or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results (it being understood that any contractual arrangements between WIL-Ireland or any of its Restricted Subsidiaries and such Subsidiary pursuant to which such Subsidiary sells products or provides services to WIL-Ireland or such Restricted Subsidiary in the ordinary course of business are not included in this clause (B));

(iv)          such Subsidiary does not, either individually or together with other Subsidiaries that are designated as Unrestricted Subsidiaries, own or operate, directly or indirectly, all or substantially all of the assets of WIL-Ireland and its Subsidiaries; and

(v)           such Subsidiary does not hold any Capital Stock in, or any Indebtedness of, WIL-Ireland or any Restricted Subsidiary.

If at any time any Unrestricted Subsidiary fails to meet the preceding requirements to be an Unrestricted Subsidiary, it shall thereafter be a Restricted Subsidiary for purposes of this Agreement and any Indebtedness, Liens and Investments of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness, Liens or Investments are not permitted to be incurred as of such date hereunder (including under the Financial Covenants), WIL-Ireland shall be in default of the applicable covenant.

“Voting Stock” means, with respect to any Person, shares of any class or classes of Capital Stock in such Person entitling holders thereof (whether at all times or only so long as no senior class of stock has voting power by reason of any contingency) to vote in the election of members of the Board of Directors or other governing body of such Person.

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“Weatherford Customer Services” means the provision of equipment (including the manufacturing, shipment, installation, servicing or removal thereof) and services in the oil and natural gas industry, and pipeline and specialty services.

“Weatherford Parent Company” means WIL-Ireland or, if a Redomestication has occurred subsequent to the Effective Date and prior to the event in question on the date of determination, the Surviving Person resulting from such Redomestication.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (b) the then outstanding principal amount of such Indebtedness.

“▇▇▇▇▇ Fargo” means ▇▇▇▇▇ Fargo Bank, National Association and its successors.

“Wholly-Owned Subsidiary” of a Person means any Restricted Subsidiary of which all issued and outstanding Capital Stock (excluding directors’ qualifying shares or similar jurisdictional requirements) is directly or indirectly owned by such Person.  Unless the context otherwise clearly requires, references in this Agreement to a “Wholly-Owned Subsidiary” or the “Wholly-Owned Subsidiaries” refer to a Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries of WIL-Ireland.

“WII” means WIL-Delaware for purposes of Section 11.01.

“WIL” means WIL-Bermuda for purposes of Section 11.01.

“WIL-Bermuda” has the meaning specified in the introductory paragraph of this Agreement.

“WIL-Delaware” means ▇▇▇▇▇▇▇▇▇▇▇ International, LLC, a Delaware limited liability company.

“WIL-Ireland” has the meaning specified in the introductory paragraph of this Agreement; provided that, if a Redomestication occurs subsequent to the Effective Date and WIL-Ireland is not the Surviving Person resulting from such Redomestication, the term “WIL-Ireland” shall refer to the Surviving Person resulting from such Redomestication.

“WIL-Ireland Group” means, collectively, WIL-Ireland and its Restricted Subsidiaries.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“WOFS” means WOFS Assurance Limited, a Bermuda exempted company.

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“Working Capital” means, at any date, the excess of current assets of WIL-Ireland and its Restricted Subsidiaries on such date over current liabilities of WIL-Ireland and its Restricted Subsidiaries on such date, all determined on a consolidated basis in accordance with GAAP.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

SECTION 1.02     Types of Borrowings.  Borrowings hereunder are distinguished by “Type”.  The “Type” of a Loan refers to the determination whether such Loan is a part of a Loan bearing interest at the Adjusted LIBO Rate or at the Alternate Base Rate.

SECTION 1.03     Accounting Terms; Changes in GAAP.

(a)           Except as otherwise expressly provided herein, all accounting and financial terms used herein and not otherwise defined herein and the compliance with each covenant contained herein which relates to financial matters shall be determined in accordance with GAAP as in effect from time to time; provided that, if WIL-Ireland notifies the Administrative Agent that WIL-Ireland requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies WIL-Ireland that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

(b)           Notwithstanding anything to the contrary in this Agreement or any other Loan Document, for purposes of calculations made pursuant to the terms of this Agreement or any other Loan Document, GAAP will be deemed to treat leases that would have been classified as operating leases in accordance with generally accepted accounting principles in the United States as in effect on December 31, 2015 in a manner consistent with the treatment of such leases under generally accepted accounting principles in the United States of America as in effect on December 31, 2015, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.

(c)           Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification ▇▇▇-▇▇-▇▇ (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of WIL-Ireland or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to

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value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

(d)           All pro forma computations required to be made hereunder giving effect to any acquisition or Disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto (and, in the case of any pro forma computation made hereunder to determine whether such acquisition or Disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction consummated since the first day of the period covered by any component of such pro forma computation and on or prior to the date of such computation) as if such transaction had occurred, unless otherwise expressly provided hereunder, on the first day of the period of four consecutive Fiscal Quarters ending with the most recent Fiscal Quarter for which financial statements shall have been delivered pursuant to Section 7.01(a) or Section 7.01(b) (including under the Existing Credit Agreement), and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of (but without giving effect to any synergies or cost savings) and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act.  If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Agreement applicable to such Indebtedness).

SECTION 1.04             Pro Forma Calculations of Current Asset Coverage Ratio.  Notwithstanding anything to the contrary in this Agreement, for purposes of determining pro forma compliance with the Current Asset Coverage Ratio Covenant (i) at any time during the Initial Collateral Perfection Period (as defined in the 364-Day Revolving Credit Agreement), the applicable minimum permitted covenant level for determining such pro forma compliance shall be 1.00 to 1.00, (ii) at any time during the period commencing on the 21st day after the Amendment No. 3 Effective Date and ending on the last day of the Collateral Perfection Period (as defined in the 364-Day Revolving Credit Agreement), the applicable minimum permitted covenant level for determining such pro forma compliance shall be 1.20 to 1.00, (iii) at any time thereafter, the applicable minimum permitted covenant level for determining such pro forma compliance shall be 2.10 to 1.00, (iv) the determination of the Current Asset Coverage Ratio shall use the book value of the Priority Perfected Collateral (as used throughout this Section 1.04, as defined in the 364-Day Revolving Credit Agreement) as of the last date of the Fiscal Quarter most recently ended for which financial statements are available, (v) if any Secured Obligor (as used throughout this Section 1.04, as defined in the 364-Day Revolving Credit Agreement) shall have acquired any assets that have become Priority Perfected Collateral pursuant to a Material Acquisition since the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered or shall have acquired any Priority Perfected Collateral pursuant to the transaction that is being tested for pro forma compliance (or assets that will constitute Priority Perfection Collateral substantially contemporaneously with such transaction, subject to the completion of necessary filings or other actions necessary for the perfection of the associated Liens so long as such filings are expected to be made or actions are expected to be taken within five (5) Business Days), the Current Asset Coverage Ratio shall be calculated giving pro forma effect to such acquisition, (vi) if any Secured Obligor shall have sold, transferred or otherwise disposed of assets that previously constituted Priority Perfected

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Collateral pursuant to a Material Disposition since the last day of the Fiscal Quarter most recently ended for which financial statements are available or shall have sold, transferred or otherwise disposed of assets that previously constituted Priority Perfected Collateral pursuant to the transaction that is being tested for pro forma compliance, the Current Asset Coverage Ratio shall be calculated giving pro forma effect to such sale, transfer or disposition, and (vii) Total Measured Secured Indebtedness (as defined in the 364-Day Revolving Credit Agreement) shall be determined as of the date of the applicable pro forma calculation, after giving pro forma effect to any incurrence or repayment of Indebtedness or increase or reduction of commitments occurring on such calculation date.

SECTION 1.05     Interpretation.

(a)           In this Agreement unless the context indicates otherwise:

(i)            the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(ii)           any pronoun shall include the corresponding masculine, feminine and neuter forms;

(iii)          the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement in its entirety and not to any particular Article, Section or other subdivision hereof;

(iv)          any reference to any Person includes such Person’s successors and assigns, including any Person that becomes a successor to WIL-Ireland as a result of a Redomestication, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually, provided that nothing in this clause (iv) is intended to authorize any assignment not otherwise permitted by this Agreement;

(v)           any reference to any agreement, document or instrument (including this Agreement) means such agreement, document or instrument as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time (subject to any restrictions on such amendments, restatements, amendments and restatements, supplements or other modifications set forth herein or in any other Loan Document), and any reference to any Note or other note includes any note issued pursuant hereto in extension or renewal thereof and in substitution or replacement therefor;

(vi)          any reference to any Article, Section, page, Schedule or Exhibit means such Article, Section or page hereof or such Schedule or Exhibit hereto;

(vii)         the words “including”, “include” and “includes” shall be deemed to be followed by the phrase “without limitation” and the term “or” is not exclusive;

(viii)        with respect to the determination of any period of time, except as expressly provided to the contrary, the word “from” means “from and including” and the word “to” means “to but excluding”;

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(ix)          the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(x)           any reference to any law, rule or regulation means such as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time; and

(xi)          the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)           The Article and Section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof.

(c)           No provision of this Agreement shall be interpreted or construed against any Person solely because that Person or its legal representative drafted such provision.

(d)           Unless otherwise specified herein, (i) all dollar amounts expressed herein shall refer to Dollars and (ii) for purposes of calculating compliance with the terms of this Agreement and the other Loan Documents (including for purposes of calculating compliance with the covenants), each obligation or calculation shall be converted to its Dollar Equivalent.

SECTION 1.06             Amendment and Restatement of Existing Credit Agreement.  This Agreement amends and restates the Existing Credit Agreement as more specifically set forth in the Amendment and Restatement Agreement.  The execution and delivery of the Amendment and Restatement Agreement by the parties thereto operates to bind each of the parties to this Agreement.  Accordingly, each reference herein to the execution and delivery of this Agreement shall mean by operation of the execution and delivery of the Amendment and Restatement Agreement.

ARTICLE II
COMMITMENTS; LOANS

SECTION 2.01     Revolving Credit Loans.

(a)           Subject to the terms and conditions set forth herein, each Lender agrees to make loans to the Borrowers (each such loan, a “Revolving Credit Loan”) denominated in Dollars, from time to time during the Availability Period  applicable to such Lender in an aggregate principal amount that shall not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (ii) the Total Revolving Credit Exposure exceeding the Aggregate Commitments.  Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Credit Loans.

(b)           Each Revolving Credit Loan shall be made as part of a Borrowing consisting of Revolving Credit Loans made by the Lenders ratably in accordance with their respective Commitments.  The failure of any Lender to make any Revolving Credit Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for

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any other Lender’s failure to make Revolving Credit Loans as required. Prior to the Existing Maturity Date, Revolving Credit Loans shall be made by both Extending Lenders and Non-Extending Lenders in accordance with their respective Applicable Percentages.  Revolving Credit Loans made on or after the Existing Maturity Date shall be made by Extending Lenders in accordance with their respective Applicable Percentages (after giving effect to the termination of the Non-Extended Commitments (and, if applicable, Extended Commitments), and to the repayment of any Revolving Credit Loans and the reallocation of participation interests in Letter of Credit Exposure and Swingline Loans in the manner contemplated by Section 2.06(a) on such date).

(c)           Subject to Section 2.11, each Borrowing (other than any Swingline Borrowing) shall be comprised entirely of ABR Loans or Eurodollar Loans as a Borrower may request in accordance herewith.  Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the joint and several obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.  Revolving Loans made by both Extending Lenders and Non-Extending Lenders shall be deemed to constitute a single Borrowing having the same Interest Period.

(d)           At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $2,000,000.  At the time that each ABR Borrowing is made, such ABR Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Aggregate Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 3.01(e).  Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of ten Eurodollar Borrowings outstanding.

(e)           Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Extended Maturity Date.

SECTION 2.02     Requests for Borrowings of Revolving Credit Loans.  To request a Borrowing of Revolving Credit Loans, a Borrower shall notify the Administrative Agent (and the Administrative Agent shall promptly thereafter notify the Lenders) of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:30 a.m., New York City time, on the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 3.01(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing.  Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or by facsimile transmission or electronic transmission (in .pdf format) to the Administrative Agent of a written Borrowing Request signed by the Borrower requesting the Borrowing.  Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01:

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(i)            the aggregate principal amount of the requested Borrowing;

(ii)           the date of such Borrowing, which shall be a Business Day;

(iii)          whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(iv)          in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(v)           the location and number of the account of the requesting Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.04.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing.  If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the requesting Borrower shall be deemed to have selected an Interest Period of one month’s duration.  Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Revolving Credit Loan to be made as part of the requested Borrowing.

SECTION 2.03     Swingline Loans.

(a)           Subject to the terms and conditions set forth herein, any Swingline Lender may in its sole discretion, in reliance upon the agreements of the Lenders set forth in this Section 2.03, make loans (each such loan, a “Swingline Loan”), denominated in Dollars, to the Borrowers from time to time on any Business Day during the Availability Period applicable to Extending Lenders; provided that after giving effect to any Swingline Loan, (i) such Swingline Loan, when aggregated with the Revolving Credit Exposure of the Lender acting as such Swingline Lender, shall not exceed such Lender’s Commitment, (ii) the aggregate principal amount of all outstanding Swingline Loans and all outstanding 364-Day Swingline Loans shall not exceed $50,000,000 and (iii) the Total Revolving Credit Exposure shall not exceed the Aggregate Commitments; and provided further that a Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan.  Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans.  Subject to Section 2.03(c)(ii), each Swingline Loan shall bear interest at a rate that is mutually agreeable to the applicable Swingline Lender and the applicable Borrower at the time such Borrower delivers a Swingline Borrowing Request for a Swingline Loan to such Swingline Lender (the “Agreed Swingline Rate”).  Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage multiplied by the amount of such Swingline Loan.

(b)           To request a Swingline Borrowing, a Borrower shall notify the applicable Swingline Lender and the Administrative Agent of such request by telephone not later than 2:00 p.m., New York City time, on the day of a proposed Swingline Borrowing.  Each such

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telephonic Swingline Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or by facsimile transmission or electronic transmission (in .pdf format) to the applicable Swingline Lender and the Administrative Agent of a written Swingline Borrowing Request signed by the Borrower requesting the Swingline Borrowing.  Each such telephonic and written Swingline Borrowing Request shall specify (i) the requested date of such Swingline Borrowing (which shall be a Business Day) and (ii) the amount of the requested Swingline Borrowing, which shall be an integral multiple of $500,000 and not less than $1,000,000.  Upon receiving a Swingline Borrowing Request, the applicable Swingline Lender may, in its sole discretion, either reject such request or agree to make such Swingline Loan, it being understood that no Swingline Lender shall be under any obligation to make any Swingline Loan to any Borrower at any time.  If a Swingline Lender agrees to make a Swingline Loan to any Borrower, it shall make such Swingline Loan available to such Borrower by means of a credit (if JPMorgan is the applicable Swingline Lender) to the general deposit account of such Borrower with the Administrative Agent (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 3.01(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Borrowing.

(c)           (i)            Any Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the Borrowers (which hereby irrevocably authorize such Swingline Lender to so request on their behalf), that each Lender make an ABR Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swingline Loans made by such Swingline Lender then outstanding.  Any such request shall be made in writing (which written request shall be deemed to be a Borrowing Request for purposes hereof) and in accordance with the requirements of Section 2.02 (without regard to the minimum and multiples specified in Section 2.01 for the principal amount of ABR Borrowings) and the conditions set forth in Section 5.02.  The applicable Swingline Lender shall furnish the Borrowers with a copy of the applicable Borrowing Request promptly after delivering such notice to the Administrative Agent.  Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Borrowing Request available to the Administrative Agent, for the account of the applicable Swingline Lender, by wire transfer of immediately available funds, by 1:00 p.m., New York City time, on the day specified in such Borrowing Request, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders, whereupon, subject to Section 2.03(c)(ii), each Lender that so makes funds available shall be deemed to have made an ABR Loan to the applicable Borrower in such amount.  The Administrative Agent shall remit the funds so received to the applicable Swingline Lender.

(ii)           If for any reason any Swingline Loan cannot be refinanced by a Borrowing of Revolving Credit Loans in accordance with Section 2.03(c)(i), the request for ABR Loans submitted by a Swingline Lender as set forth in Section 2.03(c)(i) shall be deemed to be a request by such Swingline Lender that each of the Lenders fund its risk participation in the relevant Swingline Loan and each such Lender’s payment to the Administrative Agent for the account of such Swingline Lender pursuant to Section 2.03(c)(i) shall be deemed payment in respect of such participation.  From and after the date when the Lenders are required to make funds available to the Administrative Agent for the account of the applicable Swingline Lender for the purpose

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of funding the Lenders’ risk participations in any Swingline Loans made by such Swingline Lender, such Swingline Loans shall bear interest at the rate applicable to ABR Revolving Credit Borrowings as provided in Section 2.10(a) rather than the applicable Agreed Swingline Rate.

(iii)          If any Lender fails to make available to the Administrative Agent for the account of any Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i), then such Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Swingline Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by such Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Swingline Lender in connection with the foregoing.  If such Lender pays such amount, the amount so paid (excluding the interest and fees referred to in the immediately preceding sentence) shall constitute such Lender’s Loan included in the relevant Borrowing or funded participation in the relevant Swingline Loan, as the case may be.  A certificate of the applicable Swingline Lender submitted to any Lender (through the Administrative Agent), with respect to any amounts owing under this Section 2.03(c)(iii) shall be conclusive absent manifest error.

(iv)          Each Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swingline Loans pursuant to this Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the applicable Swingline Lender, the applicable Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Lender’s obligation to make Revolving Credit Loans (but not fund risk participations) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02.  Funding of risk participations in accordance with this Section shall not relieve or otherwise impair the obligation of any Borrower to repay Swingline Loans made to it, together with interest as provided herein.

(v)           For the avoidance of doubt no Non-Extending Lender shall have any Swingline Exposure with respect to any Swingline Loan made on or after the Existing Maturity Date.

(d)           (i) At any time after any Lender has purchased and funded a risk participation in a Swingline Loan, if the applicable Swingline Lender receives any payment on account of such Swingline Loan, such Swingline Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by such Swingline Lender.

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(ii)           If any payment received by the applicable Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned by such Swingline Lender under any of the circumstances described in Section 11.19 (including pursuant to any settlement entered into by such Swingline Lender in its discretion), each Lender shall pay to such Swingline Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Effective Rate.  The Administrative Agent will make such demand upon the request of the applicable Swingline Lender.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)           Each Swingline Lender shall be responsible for invoicing the applicable Borrower for interest on the Swingline Loans made by such Swingline Lender to such Borrower.  Until each Lender funds its ABR Loan or risk participation pursuant to this Section 2.03 with respect to any Swingline Loan, interest in respect of such Applicable Percentage shall be solely for the account of the applicable Swingline Lender.

(f)            Each Borrower shall make all payments of principal and interest in respect of each Swingline Loan made to it by any Swingline Lender directly to such Swingline Lender in accordance with Section 2.07.

SECTION 2.04     Funding of Borrowings.

(a)           Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds (i) by 12:00 noon, New York City time, in the case of a Borrowing consisting of Eurodollar Loans and (ii) by 1:30 p.m., New York City time, in the case of a Borrowing consisting of ABR Loans, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.03.  The Administrative Agent shall make such Loans available to the requesting Borrower by promptly crediting the amounts so received in like funds to an account of such Borrower designated by such Borrower in the applicable Borrowing Request; provided that an ABR Borrowing made to finance the reimbursement of an LC Disbursement as provided in Section 3.01(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.

(b)           Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Loans (or, in the case of any Borrowing of ABR Loans, prior to 12:30 p.m., New York City time, on the date of such Borrowing) that such Lender shall not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such ratable portion available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the requesting Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the Borrowers, jointly and severally, and the applicable Lender severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the requesting Borrower to but excluding the date of payment to the

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Administrative Agent, at (i) in the case of such Lender, the greater of (A) the Federal Funds Effective Rate and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrowers, the interest rate applicable to the Loans comprising such Borrowing.  If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

(c)           (i) With respect to any Borrower that is not organized under the laws of any jurisdiction of the United States, any Lender may, with notice to the Administrative Agent and WIL-Ireland, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect of such Borrower; provided that any exercise of such option shall not affect the joint and several obligation of the Borrowers to repay the Loans made to such Borrower and to reimburse LC Disbursements made under Letters of Credit issued for the account of such Borrower in accordance with the terms of this Agreement.

(ii)           As a condition to any Lender being permitted to fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect of any Borrower under Section 2.04(c)(i), such Affiliate must comply with Sections 4.02(c) and 4.02(e) as if it were a Lender that became a party to this Agreement pursuant to an Assignment and Assumption executed on the first date on which such Commitment is being fulfilled by such Affiliate.  Additionally, in applying the provisions of Section 4.02 and the definition of “Excluded Taxes”, such Affiliate shall be treated as a Lender that executed an Assignment and Assumption on the first date on which such Commitment is fulfilled by such Affiliate.  Notwithstanding anything in this Agreement to the contrary, an Affiliate acting as a Lender under Section 2.04(c)(i) shall not be entitled to any greater gross-up or indemnity under Section 4.02 than that to which the applicable Lender would have been entitled had such Affiliate not acted as a Lender under Section 2.04(c)(i); provided if an Affiliate is acting as a Lender pursuant to Section 2.04(c)(i) solely as a result of a Lender being unable to fulfill its Commitment to any applicable Borrower due to a Requirement of Law, such Affiliate shall be entitled to a gross-up or indemnification to the same extent that would have resulted had such Lender made an assignment to such Affiliate under Section 11.05.  Moreover, nothing in this Section 2.04(c) shall be construed as making an Affiliate of any Lender a beneficial owner of payments received as a result of such Affiliate’s fulfillment of such Lender’s Commitment to the extent the arrangement between such Lender and such Affiliate is one whereby such Affiliate is merely acting as an agent for such Lender.

SECTION 2.05     Interest Elections.

(a)           Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request or as otherwise provided pursuant to Section 2.02.  Thereafter, a Borrower may, at any time and from time to time, elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section; provided that, in connection with any such election, such Borrower shall be subject to all applicable payment obligations set forth in Section 2.13.  A Borrower may elect different options

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with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.  This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

(b)           To make an election pursuant to this Section, a Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.02 if such Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election.  Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or by facsimile transmission or electronic transmission (in .pdf form) to the Administrative Agent of a written Interest Election Request signed by such Borrower.

(c)           Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i)            the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)           the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)          whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv)          if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower making such Interest Election Request shall be deemed to have selected an Interest Period of one month’s duration.

(d)           Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e)           If a Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing.  Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrowers, then, so long as an Event of Default is continuing, (1) no outstanding Borrowing may be converted to or continued as a

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Eurodollar Borrowing and (2) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.06     Termination and Reduction of Commitments.

(a)           Termination of Non-Extended Commitments on the Existing Maturity Date.

(i)            On the Existing Maturity Date (if the Commitments have not been terminated in full earlier in accordance with the terms hereof), (x) the Borrowers shall pay to each Non-Extending Lender all amounts then payable to such Non-Extending Lender under this Agreement (including any amounts required by Section 2.13) and (y) such Non-Extending Lender’s Non-Extended Commitment (and, in the case of a Non-Extending Lender that is an Issuing Bank, such Issuing Bank’s LC Commitment) shall automatically terminate.

(ii)           On the Existing Maturity Date, immediately after giving effect to Section 2.06(a)(i), the Administrative Agent shall administer the reallocation of Applicable Percentages of the Aggregate Commitments and any obligation to participate in Swingline Loans and any Carry-Over LC Exposure ratably among the Extending Lenders, provided that such reallocation shall only be made to the extent such reallocation does not result in an Extending Lender’s Revolving Credit Exposure exceeding such Extending Lender’s Commitment (and, if such reallocation cannot, or can only partially, be effected, the Borrowers shall, on the Existing Maturity Date, cash collateralize, for the benefit of the applicable Issuing Banks, the Borrowers’ obligations corresponding to the Carry-Over LC Exposure associated with each Carry-Over Letter of Credit (after giving effect to any partial reallocation) in accordance with the procedures set forth in Section 3.01(j)(i) (and the cash so deposited shall be held, invested and applied by such Issuing Bank in a manner consistent with the investment and other procedures described in Section 3.01(j))) until the earlier of (1) the expiration and termination of such Carry-Over Letter of Credit or (2) the first Business Day after the Existing Maturity Date on which all Carry-Over LC Exposure in connection with such Carry-Over Letter of Credit shall have been fully reallocated.

(iii)          The Borrowers hereby agree to compensate the Lenders for all losses, expenses and liabilities incurred by any Lender (if any) in connection with the sale or assignment of any Eurodollar Loan resulting from such reallocation on the terms and in the manner set forth in Section 2.13.

(b)           Reduction of Commitments in Connection with Incurrence of Certain Indebtedness.

(i)            Incurrence of Specified Senior Indebtedness. In the event that any Specified Group Member incurs any Specified Senior Indebtedness under Section 8.01(j) or any Specified Senior Indebtedness not permitted under this Agreement at any time on or after the Amendment No. 3 Effective Date, on the later of (x) the Existing Maturity Date, after giving effect to the termination of the Non-Extended Commitments pursuant

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to Section 2.06(a), and (y) the date on which any such Specified Senior Indebtedness is incurred, the aggregate Commitments of the Extending Lenders shall be permanently reduced, ratably among the Extending Lenders in accordance with their respective Commitments, by an amount equal to 50% of the aggregate principal amount of such Specified Senior Indebtedness.

(ii)           Incremental Commitments.  In the event that any Incremental Commitments are provided pursuant to a Commitment Increase, on the later of (x) the Existing Maturity Date, after giving effect to the termination of the Non-Extended Commitments pursuant to Section 2.06(a) and (y) the relevant Increase Effective Date, the aggregate Commitments of the Extending Lenders (other than the Commitments of any Increasing Lenders or Additional Lenders providing an Incremental Commitment) shall be permanently reduced, ratably among the Extending Lenders in accordance with their respective Commitments, by an aggregate amount equal to fifty percent (50%) of the total Incremental Commitments provided by such Increasing Lenders or Additional Lenders pursuant to such Commitment Increase.

(c)           Reduction of Aggregate Commitments in Connection with Certain Asset Sales.

(i)            In the event that any Specified Asset Sale is consummated before the Amendment No. 3 Anniversary Date, to the extent that the Net Proceeds received by WIL-Ireland and its Restricted Subsidiaries from such Specified Asset Sale, together with the aggregate Net Proceeds from all other Specified Asset Sales that have occurred on or after the Amendment No. 3 Effective Date and prior to such time, exceed $700 million (the amount of such excess, the “Excess Amount”), the Lenders’ Commitments shall be permanently reduced ratably among the Lenders in accordance with their respective Commitments on the applicable Sale Related Commitment Reduction Date, by an amount equal to 50% of the lesser of (A) the Excess Amount and (B) the Net Proceeds received by WIL-Ireland and its Restricted Subsidiaries from such Specified Asset Sale.

(ii)           In the event that any Specified Asset Sale is consummated on or after the Amendment No. 3 Anniversary Date, the Lenders’ Commitments shall be permanently reduced, ratably among the Lenders in accordance with their respective Commitments on the applicable Sale Related Commitment Reduction Date, by an amount equal to 50% of the Net Proceeds received by WIL-Ireland and its Restricted Subsidiaries from such Specified Asset Sale.

(d)           Additional Commitment Termination Events.

(i)            Termination of Extended Commitments on the Extended Maturity Date.  Unless previously terminated pursuant to the terms hereof, the Extended Commitments shall terminate on the Extended Maturity Date.

(ii)           Termination of Aggregate Commitments in Connection with a Change of Control.  The aggregate Commitments under this Agreement will be terminated in full upon the occurrence of a Change of Control.

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(e)           Voluntary Reduction of Commitments.

(i)            At their option, the Borrowers may at any time terminate, or from time to time reduce, the Commitments, provided that (A) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (B) the Borrowers shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the Total Revolving Credit Exposure would exceed the Aggregate Commitments.

(ii)           The Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Section 2.06(e)(i) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof.  Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof.  Each notice delivered by the Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of a securities offering, in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.  Any termination or reduction of the Commitments shall be permanent.  Except as expressly set forth in the Loan Documents, each reduction of Commitments shall be made ratably among the Lenders in accordance with their respective applicable Commitments.

(f)            Reduction of Aggregate Commitments to Occur Ninety (90) Days after the Amendment No. 3 Effective Date.    On the date that is ninety (90) days after the Amendment No. 3 Effective Date, the Aggregate Commitments of the Extending Lenders shall be automatically reduced (without any further action or consent by any Person) ratably by an amount equal to 15% of the Aggregate Commitments of the Extending Lenders under this Agreement on the Amendment No. 3 Effective Date.

SECTION 2.07     Repayment of Loans; Evidence of Debt.

(a)           The Borrowers hereby jointly and severally and unconditionally promise to pay (i) to the Administrative Agent for the account of each Non-Extending Lender the then unpaid principal amount of each Revolving Credit Loan of such Lender on the Existing Maturity Date and (ii) to the Administrative Agent for the account of each Extending Lender the then unpaid principal amount of each Revolving Credit Loan of such Lender on the Extended Maturity Date.

(b)           The Borrowers hereby jointly and severally and unconditionally promise to pay to each Swingline Lender the then unpaid principal amount of each Swingline Loan made by such Swingline Lender on the earlier of the Extended Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that (i) on each date that a Borrowing of Revolving Credit Loans is made, the Borrowers shall repay all Swingline Loans

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then outstanding and (ii) notwithstanding the foregoing, the then unpaid principal amount of all Swingline Loans shall be repaid in full on the Existing Maturity Date.

(c)           Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(d)           The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(e)           The entries made in the accounts maintained pursuant to Section 2.07(c) or Section 2.07(d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers, jointly and severally, to repay the Loans in accordance with the terms of this Agreement.

(f)            After the Effective Date, any Lender by written notice to the Borrowers (with a copy to the Administrative Agent) may request that Loans made by it be evidenced by a Note.  In such event, the Borrowers shall prepare, execute and deliver to such Lender a Revolving Credit Note or Swingline Note, as applicable, payable, jointly and severally, to the order of such Lender and its permitted assigns.  Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 11.05) be represented by one or more Notes payable to the order of such Lender and its permitted assigns.

SECTION 2.08     Prepayment of Loans.

(a)           Subject to prior notice in accordance with Section 2.08(b), the Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to any amounts payable under Section 2.13).

(b)           A Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone (promptly confirmed by hand delivery, facsimile or electronic transmission (in .pdf format)) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:30 a.m., New York City time, one Business Day before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the same Business Day as the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 2:00 p.m., New York City time, on the same Business Day as the date of prepayment.  Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment delivered by the Borrowers may state that such notice is conditioned upon the

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effectiveness of other credit facilities or the closing of a securities offering (or any combination thereof), in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied.  Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof.  Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02 or in the case of an advance of a Swingline Borrowing as provided in Section 2.03, as applicable.  Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.  Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10.  All prepayments under, and each failure to make a prepayment specified in any prepayment notice delivered pursuant to, this Section 2.08(b) shall be subject to Section 2.13.

(c)           On the date that a Change of Control occurs, the Commitments shall terminate and the Borrowers jointly and severally shall (i) prepay the principal amount of the Loans and all accrued and unpaid interest thereon in immediately available funds and (ii) deposit in the LC Collateral Account an amount in cash required by Section 3.01(j)(i).

(d)           Upon the consummation of any Permitted Factoring Transaction, the Borrowers jointly and severally shall prepay the principal amount of the Loans by an amount equal to the Net Cash Proceeds received by WIL-Ireland or the applicable Restricted Subsidiary pursuant to such Permitted Factoring Transaction.

(e)           If at any time (including concurrently with or immediately after giving effect to any reduction of the Lenders’ Commitments pursuant to Section 2.06) the Total Revolving Credit Exposure exceeds the Aggregate Commitments, the Borrowers jointly and severally shall immediately (i) prepay the principal amount of the Lenders’ Revolving Credit Loans ratably among the Lenders in accordance with their respective Commitments in an aggregate principal amount sufficient to cause the Total Revolving Credit Exposure to be less than or equal to the Aggregate Commitments and (ii) if any excess remains after prepaying all of the Lenders’ Revolving Credit Loans as a result of LC Exposures, cash collateralize LC Exposures in accordance with the procedures set forth in Section 3.01(j)(i) in an amount equal to such excess.

SECTION 2.09     Fees.

(a)           The Borrowers, jointly and severally, agree to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue (i) during the period from and including the Effective Date to but excluding the date on which such Lender’s Commitment terminates, at the Facility Fee Rate on the average daily amount of the Commitment of such Lender (whether used or unused), and (ii) to the extent any Lender has any Revolving Credit Exposure after its Commitment terminates, at the Facility Fee Rate on the Revolving Credit Exposure of such Lender during the period from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure.  Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on the Existing Maturity Date (in the case of Non-Extending Lenders), on the Extended Maturity Date (in the case of Extending Lenders)

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and on the date on which the aggregate Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the aggregate Commitments terminate shall be payable on demand.  All facility fees shall be computed on the basis of a year of 365 or 366 days, as applicable, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b)           The Borrowers, jointly and severally, agree to pay:

(i)            to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a participation fee with respect to the Lenders’ participations in Letters of Credit, which shall accrue (A) in the case of each Performance Standby Letter of Credit, at the Performance Standby LC Participation Fee Rate on the average daily Dollar Equivalent amount available to be drawn under such Performance Standby Letter of Credit during the period from and including the date of issuance of such Letter of Credit to but excluding the earlier of (1) the date on which such Letter of Credit expires or terminates and (2) the Existing Maturity Date (in the case of Non-Extending Lenders) or the Extended Maturity Date (in the case of Extending Lenders), and (B) in the case of each Financial Standby Letter of Credit, at the Financial Standby LC Participation Fee Rate on the average daily Dollar Equivalent amount available to be drawn under such Financial Standby Letter of Credit during the period from and including the date of issuance of such Letter of Credit to but excluding the earlier of (1) the date on which such Letter of Credit expires or terminates and (2) the Existing Maturity Date (in the case of Non-Extending Lenders) or the Extended Maturity Date (in the case of Extending Lenders); and

(ii)           to each Issuing Bank, for its own account, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate of 0.200% per annum on the average daily Dollar Equivalent amount available to be drawn under such Letter of Credit during the period from and including the date of issuance of such Letter of Credit to but excluding the date on which such Letter of Credit expires or terminates, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of such Letter of Credit or processing of drawings thereunder.

Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears in Dollars on the third Business Day after such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable to the Non-Extending Lenders on the Existing Maturity Date, to the Extending Lenders on the Extended Maturity Date and to all Lenders on any other date on which the aggregate Commitments terminate, and any such fees accruing after the date on which the aggregate Commitments terminate shall be payable on demand.  Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable in Dollars within 10 days after demand.  All participation fees and fronting fees shall be computed on the basis of a year of 365 or 366 days, as applicable, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).  The amount of participation and fronting fees payable hereunder shall be set forth in a written invoice or other notice delivered to

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the Borrowers by the Administrative Agent or, in the case of fronting fees, by the applicable Issuing Bank.

(c)           The Borrowers, jointly and severally, agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between WIL-Bermuda and the Administrative Agent.

(d)           All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to any Issuing Bank, in the case of fees payable to it) for ratable distribution, in the case of facility fees, utilization fees and participation fees to the extent described in this Section 2.09, to the applicable Lenders.  Fees paid shall not be refundable under any circumstances (unless otherwise agreed by the Administrative Agent with respect to fees payable to the Administrative Agent for its own account).

SECTION 2.10     Interest.

(a)           The Loans comprising each ABR Revolving Credit Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin.

(b)           The Loans comprising each Eurodollar Revolving Credit Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(c)           Swingline Loans shall bear interest at the rates specified in Section 2.03.

(d)           Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrowers hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.000% plus the rate otherwise applicable to such Loan as provided in Sections 2.10(a), 2.10(b) and 2.10(c) or (ii) in the case of any other amount, 2.000% plus the rate applicable to ABR Revolving Credit Borrowings as provided in Section 2.10(a).

(e)           Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to Section 2.10(d) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Credit Loan to a Lender prior to the end of the Availability Period applicable to such Lender), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(f)            All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).  The applicable ▇▇▇▇▇▇▇▇▇ ▇▇▇▇

▇▇

▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ Rate or LIBO Rate shall be determined by the Administrative Agent in accordance with the terms hereof, and such determination shall be presumed correct absent manifest error.

(g)           The interest rates provided for in this Agreement with respect to any Swiss Obligor, including this Section 2.10, are minimum interest rates. When entering into this Agreement, the parties have assumed that the interest payable at the rates set out in this Section 2.10 or in other Sections of this Agreement is not and will not become subject to Swiss Withholding Tax.  Notwithstanding that the parties do not anticipate that any payment of interest will be subject to Swiss Withholding Tax, they agree that, in the event that Swiss Withholding Tax is imposed on interest payments, the payment of interest due by a Swiss Obligor shall, in line with and subject to Section 4.02, including any limitations therein and any obligations thereunder, be increased to an amount which (after making any deduction of the Non-Refundable Portion (as defined below) of the Swiss Withholding Tax) results in a payment to each Lender entitled to such payment of an amount equal to the payment which would have been due had no deduction of the Swiss Withholding Tax been required. For this purpose, the Swiss Withholding Tax shall be calculated on the full grossed-up interest amount. For the purposes of this Section, “Non-Refundable Portion” shall mean the Swiss Withholding Tax at the standard rate (being, as at the date hereof, 35%) unless a tax ruling issued by the Swiss Federal Tax Administration confirms that, in relation to a specific Lender based on an applicable double tax treaty, the Non-Refundable Portion is a specified lower rate, in which case such lower rate shall be applied in relation to such Lender. The Lenders shall provide to the Swiss Obligors all reasonably requested information, and otherwise reasonably cooperate, to obtain such Swiss tax ruling. Each Swiss Obligor shall provide to the Administrative Agent the documents required by law or applicable double taxation treaties for the Lenders to claim a refund of any Swiss Withholding Tax so deducted.

SECTION 2.11     Alternate Rate of Interest.

(a)           If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(i)            the Administrative Agent reasonably determines (which determination shall be presumed correct absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

(ii)           the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Eurodollar Borrowing for such Interest Period;

then the Administrative Agent shall give written notice (by facsimile transmission or electronic transmission (in .pdf format)) thereof to the Borrowers and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any ABR Borrowing to, or continuation of any Eurodollar

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Borrowing as, a Eurodollar Borrowing shall be ineffective, and, in the case of any request for the continuation of a Eurodollar Borrowing, such Eurodollar Borrowing shall on the last day of the then current Interest Period applicable thereto be converted to an ABR Borrowing and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

(b)           If at any time after the Existing Maturity Date (after giving effect to Section 2.06(a)) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrowers shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Extending Lender Applicable Rate or, prior to the Existing Maturity Date, the Non-Extending Lender Applicable Rate); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.  Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment.  Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.14(b), only to the extent the LIBO Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be repaid or converted into an ABR Borrowing on the last day of the then current Interest Period applicable thereto, and (y) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

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SECTION 2.12     Increased Costs.

(a)           If any Change in Law shall:

(i)            impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank;

(ii)           impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; or

(iii)          subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (g) of the definition of Excluded Taxes, (C) Connection Income Taxes, and (D) Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;